STLLR Gold Inc.

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NOTICE OF ANNUAL AND SPECIAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 26, 2024

_______________

_______________ May 14, 2024

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of shareholders (the “ Meeting ”) of STLLR Gold Inc. (the “ Company ”) will be held by way of live webcast online at https://meetnow.global/MZDT5ZW, on Wednesday, June 26, 2024, at 11:00 a.m. (Eastern Time) for the following purposes:

(i) to receive and consider the audited consolidated financial statements of the Company for the years ended December 31, 2023 and 2022 and the report of the auditors thereon;
(ii) to elect the directors for the ensuing year;
(iii) to appoint MNP LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;
(iv) to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying and confirming the adoption of By-Law 3, amending By-Law 1 to update the signing authority of the directors and officers of the Company;
(v) to consider and, if deemed appropriate, to pass, with or without variation, a special resolution authorizing, confirming and approving the change of the Company’s registered office as more fully described in the Circular (as defined below); and
(vi) to transact such other business as may properly come before the Meeting or any adjournments thereof.

This notice is accompanied by a form of proxy and the management information circular of the Company dated May 14, 2024 (the “ Circular ”). An “ ordinary resolution ” is a resolution passed by a majority of the votes cast by eligible shareholders who voted in respect of that resolution at the Meeting. A “ special resolution ” is a resolution passed by a majority of not less than 2/3 of the votes cast by eligible shareholders who voted in respect of that resolution at the Meeting.

The Board of Directors of the Company has fixed the close of business on May 7, 2024 as the record date for the determination of holders of common shares of the Company entitled to notice of the Meeting and any adjournments thereof. Only shareholders of record at the close of business on May 7, 2024 will be entitled to vote at the Meeting.

The Company has decided to conduct the Meeting virtually via live webcast. The Board of Directors and management of the Company believe that enabling shareholders to attend the Meeting virtually will lead to greater shareholder attendance and participation.

Shareholders will be able to attend and participate in the Meeting, all in real time, via live webcast available online at https://meetnow.global/MZDT5ZW. Registered shareholders and duly appointed proxy holders who participate in the Meeting virtually will also be able to ask questions and vote. Shareholders will be able to access the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the Meeting platform will be supported across browsers and devices that are running the most updated version of Chrome, Safari, Edge, or Firefox.

It is important to note that shareholders accessing the Meeting virtually must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting.

A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form to represent them at the Meeting may do so by inserting such person’s name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This MUST be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your Common Shares, including if you are a non-registered shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder by June 24, 2024, at 11:00 a.m. (Eastern Time) so as to be registered not less than 48 hours before the time set for the holding of the Meeting or any adjournment or postponement thereof (excluding Saturdays, Sundays and holidays in the Province of Ontario). Failure to register the proxyholder will result in the proxyholder not receiving a username to participate in the Meeting. Without a username, proxyholders will not be able to attend, participate or vote at the Meeting. If you are completing the appointment box above, YOU MUST go to http://www.computershare.com/STLLRGold and provide Computershare Investor Services Inc. (“ Computershare ”) with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a username to gain entry to the online Meeting.

Registered shareholders, duly appointed and registered proxyholders and guests will have opportunities to submit questions throughout the Meeting. We will answer as many submitted questions relating to the proposals to be voted upon at the Meeting or about the Company generally as time permits. To ask a question, registered shareholders, duly appointed and registered proxyholders and guests may type their questions into the chat function. Additional instructions on how to ask questions will be explained during the Meeting. We encourage registered shareholders, duly appointed and registered proxyholders and guests to submit their questions in advance of the Meeting at STLLR Gold Investor Relations by telephone at +1 (416) 863-2105 or by email at [email protected]. To the extent management is not able to respond to all questions asked at the Meeting, shareholders can contact the Company through the foregoing contact information.

The Company urges all shareholders to vote by proxy in advance of the Meeting in accordance with the instructions set out below and to participate in the Meeting virtually using the details provided below:

Date and Time: Wednesday, June 26, 2024, at 11:00 a.m. (Eastern Time) Webcast: https://meetnow.global/MZDT5ZW

*Participants should log in approximately 10 to 15 minutes prior to the scheduled start time.

Registered shareholders and duly appointed proxyholders can attend the Meeting online by going to https://meetnow.global/MZDT5ZW.

Registered shareholders and duly appointed proxyholders can participate in the Meeting by clicking “Shareholder” and entering a Control Number or an Invitation Code before the start of the Meeting.
Registered shareholders – The 15-digit control number is located on the form of proxy or in the email notification you received.
Duly appointed proxyholders – Computershare will provide the proxyholder with an Invitation Code after the voting deadline has passed.

Voting at the Meeting will only be available for registered shareholders and duly appointed proxyholders. Non-registered shareholders who have not appointed themselves may attend the Meeting by clicking “Guest” and completing the online form.

If you are not able to be present at the Meeting, please exercise your right to vote by signing and returning the enclosed form of proxy to the offices of Computershare, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department or via the internet at www.investorvote.com. The proxy must be deposited with Computershare no later than 48 hours before the time set for the holding of the Meeting or any adjournment or postponement thereof (excluding Saturdays, Sundays and holidays in the Province of Ontario). Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxies.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (an “ intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your intermediary.

If you have any questions or require further information with regard to voting your Common Shares, please contact Computershare toll-free in North America at 1-800-564-6253 or by email at [email protected].

DATED at Toronto this 14th day of May, 2024.

By order of the Board (Signed) “Josef Vejvoda” Chair of the Board

iii

STLLR Gold Inc.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This Management Information Circular (the “Circular”) is furnished by the management of STLLR GOLD INC. (the “Company”) in connection with the solicitation of proxies to be voted at the Annual and Special Meeting of shareholders of the Company (the “Meeting”) to be held virtually by way of live webcast online at https://meetnow.global/MZDT5ZW, on Wednesday, June 26 , 2024, at 11:00 a.m. (Eastern Time). References in this Circular to the Meeting include any adjournment or adjournments thereof.

The Company will bear its own cost of soliciting proxies. It is expected that the solicitation will be made primarily by mail, using “Notice and Access” (see below), but proxies may also be solicited personally by directors, officers or regular employees of the Company. None of these individuals will receive any extra compensation for such efforts. The Company will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for their reasonable expenses incurred in sending proxy materials to beneficial owners of common shares of the Company (the “ Common Shares ”) and requesting authority to execute proxies.

The Company is conducting the Meeting virtually via live webcast. The Board of Directors and management of the Company believe that enabling shareholders to attend the Meeting virtually will lead to greater shareholder attendance and participation.

Registered shareholders and duly appointed proxyholders can attend the Meeting online by going to https://meetnow.global/MZDT5ZW.

Registered shareholders and duly appointed proxyholders can participate in the Meeting by clicking “Shareholder” and entering a Control Number or an Invitation Code before the start of the Meeting.
Registered shareholders – The 15-digit control number is located on the form of proxy or in the email notification you received.
Duly appointed proxyholders – Computershare will provide the proxyholder with an Invitation Code after the voting deadline has passed.
Voting at the Meeting will only be available for registered shareholders and duly appointed proxyholders. Non-registered shareholders who have not appointed themselves may attend the Meeting by clicking “Guest” and completing the online form.

Each shareholder submitting a proxy has the right to appoint a person or company (who need not be a shareholder), other than the persons named in the accompanying form of proxy, to represent such shareholder at the Meeting or any adjournment or postponement thereof. Shareholders who wish to appoint a third party proxyholder to represent them at the online Meeting must submit their proxy or voting

instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invitation Code to participate in the Meeting. To register a proxyholder, shareholders MUST visit http://www.computershare.com/STLLRGold by June 24, 2024 by 11:00 a.m. (Eastern Time) and provide Computershare Investor Services Inc. (“ Computershare ”) with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.

In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an Invitation Code.

PARTICIPATING AT THE MEETING

The Meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information shareholders will need to attend the online Meeting is provided below. The Meeting will begin at 11:00 a.m. (Eastern Time) on June 26, 2024.

Registered shareholders that have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invitation Code by Computershare (see details under the heading “Appointment and Revocation of Proxies”), will be able to vote and submit questions during the Meeting. To do so, please go to https://meetnow.global/MZDT5ZW prior to the start of the Meeting to login. Click on “Shareholder” and enter your 15-digit control number or click on “Invitation Code” and enter your Invitation Code. Non-registered shareholders who have not appointed themselves to vote at the Meeting, may login as a guest, by clicking on “Guest” and complete the online form.
United States beneficial holders: To attend and vote at the Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare 100 University Avenue 8[th] Floor Toronto, Ontario M5J 2Y1

Email at: [email protected]

Requests for registration must be labeled as “Legal Proxy” and be received no later than June 24, 2024 by 11:00 a.m. (Eastern Time). You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and vote your Common Shares at https://meetnow.global/MZDT5ZW during the Meeting. Please note that you are required to register your appointment at http://www.computershare.com/STLLRGold.

Non-registered shareholders who do not have a 15-digit control number or Invitation Code will only be able to attend as a guest which allows them listen to the Meeting however will not be able to vote or submit questions. Please see the information under the heading “Non-Registered Shareholders” for an explanation of why certain shareholders may not receive a form of proxy.

If you are using a 15-digit control number to login to the online Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest.
If you are eligible to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

Mailing of Circular

The Circular will be mailed on or before May 24, 2024, to each of the shareholders of record on May 7, 2024, who have previously requested paper copies of the meeting materials. All other shareholders will only receive a notice with information on how to view the meeting materials electronically. See “Notice and Access” below. The Company will pay for the distribution of the meeting materials by intermediaries to objecting beneficial shareholders.

Notice and Access

The Company is delivering the meeting materials by providing the shareholders with a notice and posting the materials on SEDAR+, and under “Annual General Meeting” on the Company’s “Investors & News” page at https://stllrgold.com, and at www.envisionreports.com/MECQ2024. The materials will be available on the website starting on or before May 24, 2024, and will remain available on the website for one full year. The use of the notice and access procedures under applicable securities laws will reduce the Company’s printing and mailing costs and is more environmentally friendly by reducing the use of paper.

The meeting materials can also be accessed with the Company’s public filings on www.sedarplus.com. The Company will mail paper copies of the meeting materials to any shareholder who previously requested paper copies. Shareholders who received the notice only and would like a paper copy of the full materials may send the Company a request as set out below.

The information contained herein is given as of May 14, 2024 and in Canadian dollars unless otherwise noted.

Additional Documents

The Company files an Annual Information Form (“ AIF ”) with the Canadian securities regulators. In addition, the Company’s financial information is provided in its audited annual consolidated financial statements and management’s discussion and analysis (“ MD&A ”) for the financial years ended December 31, 2023 and 2022. The Company will provide shareholders with, free of charge, a copy of the Company’s annual audited consolidated financial statements and MD&A, its AIF and/or the Circular on request. Requests should be directed to:

Suite 4260 – 181 Bay St. Toronto, ON M5J 2V1 Attention: Salvatore Curcio, Chief Financial Officer

Email: [email protected]

Shareholders can also get copies of documents required to be filed by the Company in Canada, as well as additional information about the Company, by (1) accessing its public filings on SEDAR+ at www.sedarplus.com or (2) going to the Company’s “Investors & News” page at https://stllrgold.com, and at www.envisionreports.com/MECQ2024. Shareholders who wish to receive a paper copy of the Meeting materials or have questions about Notice and Access please call 1-866-964-0492 or email www.computershare.com/noticeandaccess. In order to receive a paper copy in time to vote before the Meeting, requests should be received by June 17, 2024.

APPOINTMENT AND REVOCABILITY OF PROXIES

Voting

Each registered shareholder and each proxyholder (representing a registered or unregistered shareholder) is entitled to one vote for each Common Share held or represented, respectively. Each registered shareholder and each proxyholder (representing a registered or unregistered shareholder) will have one vote per Common Share held.

Registered Shareholders

If you are a registered shareholder, you can vote your Common Shares at the Meeting or by proxy. If you wish to vote at the Meeting, do not complete or return the form of proxy included with this Circular. Your vote will be taken and counted at the Meeting. If you do not wish to attend the Meeting or do not wish to vote at the Meeting, complete and deliver a form of proxy in accordance with the instructions given below. If you attend the Meeting but you do not wish to revoke all previously submitted proxies you can only enter the Meeting as a guest.

The persons named in the enclosed form of proxy are directors or officers of the Company. A shareholder has the right to appoint a person or company (who need not be a shareholder of the Company) to attend and vote for and on behalf of him, her, them or it at the Meeting, other than the person designated in the enclosed form of proxy. Such right may be exercised by striking out the names of the persons designated in the enclosed form of proxy and by inserting in the blank space provided for that purpose the name of the desired person or company or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to the Company or its transfer agent, Computershare, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com, at any time prior to 11:00 a.m. (Eastern Time) on June 24, 2024 or 48 hours prior to the time of any adjournments of the Meeting (excluding Saturdays, Sundays and holidays). Late proxies may be accepted or rejected by the Chair of the Meeting at his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

Any shareholder who executes and returns a proxy may revoke it:

(i) by depositing a written instrument signed by the shareholder or his, her or its attorney authorized in writing at the office of the Company or Computershare, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com, at any time prior to 11:00 a.m. (Eastern Time) on June 24, 2024 or 48 hours prior to the time of any adjournment thereof (excluding Saturdays, Sundays and holidays);
(ii) by using a 15-digit control number to login to the online Meeting and accepting the terms and conditions; or
(iii) in any other manner permitted by law.

To be voted, proxies must be received by the Company or Computershare, 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com, at any time prior to 11:00 a.m. (Eastern Time) on June 24, 2024 or 48 hours prior to the time of any adjournments of the Meeting (excluding Saturdays, Sundays and holidays).

The Common Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the registered shareholder on any ballot that may be called for and that, if the registered shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

Non-Registered Shareholders

One of the objectives of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) is to assist non-registered shareholders to direct the voting of Common Shares that they own but are not registered in their names.

Your Common Shares may not be registered in your name but in the name of an intermediary (which is usually a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates). If your Common Shares are registered in the name of an intermediary, you are a non-registered shareholder or a “beneficial shareholder”.

Copies of this Circular and the accompanying form of proxy and notice of Meeting are being sent to both registered and non-registered shareholders. The Company is sending proxy materials directly to non-objecting beneficial shareholders under NI 54-101. The Company will pay for the distribution of the meeting materials by intermediaries to objecting beneficial shareholders. If you are a beneficial shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Typically, a non-registered shareholder will be given a voting instruction form, which must be completed and signed by the non-registered shareholder in accordance with the instructions provided to it by either the Company or the intermediary. In this case, you must follow these instructions and you cannot use the mechanisms described under the heading “ Registered Shareholders” above.

Occasionally, a non-registered shareholder may be given a proxy that has already been signed by the intermediary. This form of proxy is restricted to the number of Common Shares owned by the non-registered shareholder but is otherwise not completed. This form of proxy does not need to be signed by you. In this case, you can complete and deliver the proxy as described above under the heading “Registered Shareholders”.

If a non-registered shareholder receives either a form of proxy or a voting instruction form and wishes to attend and vote at the Meeting (or have another person attend and vote on their behalf), the non-registered shareholder should strike out the persons named in the form of proxy as the proxy holder and insert the non-registered shareholder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions provided by the intermediary.

A non-registered shareholder may revoke a voting instruction or a waiver of the right to receive proxy materials and to vote given to an intermediary at any time by written notice to the intermediary, except that an

intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive materials and to vote that is not received by the intermediary at least seven days prior to the Meeting.

Non-registered shareholders should follow the instructions on the forms they receive and contact their intermediaries promptly if they need assistance.

EXERCISE OF DISCRETION BY PROXIES

If a ballot is required (for the reason described above under “ Voting ”) or called for by a shareholder or proxyholder, all properly executed proxies, not previously revoked, will be voted in accordance with the instructions contained therein. If a shareholder wishes to confer a discretionary authority with respect to any matter, then the voting space respecting that matter should be left blank. In such instance, the proxyholder, if nominated by management, intends to vote the Common Shares represented by the Proxy in favour of the passing of all the matters specified in the accompanying form of proxy. If any other matter is brought before the Meeting, which is not presently anticipated, and is submitted to a vote by a ballot the proxy will be voted in accordance with the judgment of the persons named therein. The proxy also confers discretionary authority in respect of amendments to or variations in all matters that may properly come before the Meeting.

Proxies returned by intermediaries as “non-votes” because the intermediary has not received instructions from the non-registered shareholder with respect to the voting of certain Common Shares or, under applicable stock exchange or other rules, does not have the discretion to vote those Common Shares on one or more of the matters that come before the Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Common Shares represented by such intermediary “non-votes” will, however, be counted in determining whether there is a quorum.

ADVANCED NOTICE BYLAW

At the Annual and Special Meeting of shareholders held on May 21, 2013, the shareholders of the Company adopted By- Law No. 2 of the Company to, among other things, add an advance notice requirement for nominations of directors by Shareholders in certain circumstances. The following is a brief summary of the advance notice provisions:

Other than pursuant to: (i) a “ proposal ” made in accordance with the Business Corporations Act (Ontario) (the “ Act ”); or (ii) a requisition of the shareholders of the Company made in accordance with the Act, shareholders of the Company must give advance written notice to the Company of any nominees for election to the Board of Directors.
The advance notice provisions fix a deadline by which holders of record of Common Shares must submit, in writing, nominations for directors to the secretary of the Company prior to any annual or special meeting of shareholders of the Company and sets forth the specific information that such holders must include with their nominations in order to be effective.
For an annual meeting of shareholders, notice to the Company must be not less than thirty (30) and not more than sixty-five (65) days prior to the date of the annual meeting; save and except where the annual meeting is to be held on a date less than fifty (50) days after the date on which the first public announcement of the date of such annual meeting was made, in which event notice may be given not later than the close of business on the 10[th] day following such public announcement.

For a special meeting of shareholders (that is not also an annual meeting), notice to the Company must be given not later than the close of business on the 15[th] day following the day on which the first public announcement of the date of such special meeting was made.

For the purposes of the advance notice provisions, “public announcement” means disclosure in a press release disseminated by the Company through a national news service in Canada, or in a document filed by the Company for public access under its profile on SEDAR+ at www.sedarplus.com.

RECORD DATE

The directors have fixed May 7, 2024, as the record date for the determination of shareholders entitled to receive notice of the Meeting. Accordingly, only shareholders of record on such date are entitled to vote at the Meeting.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of the Company, any person who has held such a position since the beginning of the last completed financial year of the Company, any proposed nominee for election as a director of the Company nor any associate or affiliate of the foregoing persons, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting (other than the election of directors). See “Particulars of Matters to be Acted Upon at the Meeting”.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As of the date hereof, a total of 103,269,854 Common Shares are issued and outstanding. Each Common Share is entitled to one vote on each matter coming before the Meeting. The directors have fixed May 7, 2024, as the record date for the determination of shareholders entitled to receive notice of the Meeting. In accordance with the provisions of the Business Corporations Act (Ontario), the Company will prepare a list of shareholders as of such record date. Each holder of Common Shares named in the list will be entitled to vote the Common Shares shown opposite his, her or its name on the list at the Meeting. The Company does not have any other class of shares entitled to vote at the Meeting.

As of the date of this Circular, to the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, or exercises control or direction over, directly or indirectly, more than 10% of the voting rights attached to the Common Shares other than O3 Mining Inc. (“ O3 Mining ”) which owns 12,458,939 Common Shares representing approximately 12.06% of the issued and outstanding Common Shares.

Pursuant to an investor rights agreement between the Company and O3 Mining dated February 24, 2021 (the “ Investor Rights Agreement ”), based on its current ownership, O3 Mining has the right to nominate one director. The nominee director of O3 Mining is Blair Zaritsky. For additional information in respect of the O3 Mining’s nomination rights see the Investor Rights Agreement filed under the Company’s profile on SEDAR+ at www.sedarplus.com.

STATEMENT OF EXECUTIVE COMPENSATION

In this section, the individuals in the “ Summary Compensation Table ” below are referred to as the “Named Executive Officers” or “NEOs”.

Compensation Discussion and Analysis

Objectives of Compensation Program

Generally, compensation provided by the Company is determined on an individual basis and is intended to be competitive, motivating and rewarding for each NEO. The following objectives / principles form the basis of the Company’s executive compensation program:

align interest of executives and shareholders;
attract, retain and motivate executives to drive the annual and long-term business goals of the Company and enhance the sustainable development and growth of the Company; and
encourage pay for performance mentality and results.

In light of these objectives, the Company believes that compensation should be fair and reasonable and be set with reference to the market for similar positions at comparable junior mining exploration companies. The Company believes that an appropriate mix of total compensation be delivered as a combination of fixed pay (base salary) and variable pay (annual cash bonus and equity grants). The compensation program is designed to reward and motivate each NEO in accordance with their qualifications, experience, level of responsibility and position with the Company. Overall, compensation for NEOs is based on determinations by the Board of Directors (the “ Board ”), with the assistance of the Compensation and Nomination Committee.

Elements of Executive Compensation

For the year ended December 31, 2023, the elements of compensation earned, awarded or paid to the NEOs included annual compensation in the form of a base salary, annual and special cash bonuses and long-term equity incentive compensation in the form of stock options (“ Options ”), restricted share units (“ RSUs ”), deferred share units (“ DSUs ”) and performance share units (“ PSUs ” and, together with RSUs and DSUs, “ Share Units ”) granted pursuant to the Company’s Share Incentive Plan (as defined below). These components are combined to provide a compensation package that attracts highly qualified individuals and motivates these individuals to meet operating targets without sacrificing long-term growth by providing constant income in the form of base salary, as well as both short-term and long-term incentives which reward performance that creates and preserves shareholder value. Furthermore, during 2023, Gary O’Connor, the former Chief Executive Officer of the Company, resigned from his role and Josef Vejvoda, the non-executive Chair of the Company, was appointed interim Chief Executive Officer to occupy the role until the Company was able to find a suitable replacement. In connection with the closing of the Arrangement (as defined herein), Keyvan Salehi was appointed as the President and Chief Executive Officer of the Company on February 6, 2024.

Why the Company Pays Each Element of Executive Compensation

(i) Base Salary

Base salaries are paid to NEOs as a means to provide a non-performance-based element of compensation that is certain and predictable and generally competitive with market practices. Base salaries for NEOs are fixed and based on agreements between the Company and the NEOs. The level of base salary for each NEO is determined by the level of responsibility of their position, the individual’s qualifications and experience, their performance, and comparisons to the base salaries offered by comparable companies in the mineral development and exploration industry. To ensure that the Company will continue to attract and retain qualified and experienced executives, base salaries are

reviewed and adjusted annually in order to ensure that they remain at a level competitive with, or above, the median for comparable companies.

(ii) Annual Cash Bonus

The Company, in its discretion, may award cash bonuses in order to motivate executives to achieve short-term corporate goals. A discretionary bonus for each NEO is determined annually based on an assessment of performance of the executive throughout the year and the attainment of goals and objectives set for the executive. The purpose of annual cash bonus is to correlate compensation more directly to corporate performance and share price and to attract, motivate and retain those individuals who maintain corporate and operational goals, thereby aligning management and shareholder interests. The Board approves annual incentives.

(iii) Options and Share Units

Options and/or Share Units granted to NEOs are intended to retain NEOs and motivate the NEOs by rewarding sustained, long-term development and growth that will result in increases in stock value. Overall, Options and/or Share Units are a variable element of the NEOs’ compensation and are awarded in compliance with the Share Incentive Plan (as defined below). The Share Incentive Plan was established to attract and retain persons such as employees, consultants, officers and directors of the Company and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company through Options or Share Units resulting in the acquisition of Common Shares.

Process for Determining Executive Compensation

The 2023 fiscal year was a transitional year for the Company as its Chief Executive Officer resigned and the Company was considering strategic transactions which ultimately led to the Arrangement (as defined below). Accordingly, there were some deviations from the historical compensation practices of the Company. However, the Company generally sought to ensure its compensation practices aligned with other junior mineral exploration companies as market reference points. The Compensation and Nomination Committee, in consultation with management, approved a peer group of the following companies, which was recommended to the Board and approved, for the 2023 fiscal year: First Mining Gold Corp.; Fury Gold Mines Limited; Integra Resources Corp.; Kore Mining Ltd.; Liberty Gold Corp.; O3 Mining Inc.; Probe Metals Inc.; Treasury Metals Inc.; Troilus Gold Corp. Selection criteria for the peer group included market capitalization, project location, and stage of project development (preliminary economic study, pre-feasibility study, feasibility study).

In fiscal 2023, the annual bonus award, Options, and Share Units awarded to NEOs for 2023 were the result of discussions of the Board with the Compensation and Nomination Committee. As it was not a typical year with the Arrangement and other management changes, the Company deviated from its historic practice of awarding bonus as targets of base salary and rather the Board used its discretion to determine the amounts based on the efforts surrounding the Company’s process which ultimately ended up resulting in the Arrangement. The goal of the bonus related compensation was to retain and compensate executives for their hard work and commitment to the process.

The elements of compensation paid to NEOs are considered as part of a total compensation award and the decision to pay any one particular element does not have any impact on the decision to pay the other element of compensation.

Compensation in Fiscal 2023

During the year ended December 31, 2023, the Company awarded an annual cash bonus and granted Options and Share Units to the NEOs as disclosed in the “ Outstanding share-based awards and option-based awards ” table below. The annual cash bonus was awarded in recognition of performance related to the success of the ongoing exploration program and Arrangement.

Performance Goals

As indicated above, as a result of the Arrangement, the specific performance goals were not utilized during the 2023 fiscal year as the focus of management shifted away from certain operational matters towards completing the Arrangement with Nighthawk Gold Corp. (“ Nighthawk ”). In reaching its conclusion with respect to bonuses, the Board not only considered the performance of the Company throughout the year, but also considered the dedication of its management team leading up to the closing of the Arrangement in sourcing and facilitating a strategic transaction. In doing so, the Board opted to exercise its discretion in awarding bonuses for the NEOs. With the Arrangement now closed, the Company will be undertaking a review of its compensation processes and strategies, with new goals and objectives to be applied for the 2024 fiscal year, which will be reflected in the management information circular for the Annual General Meeting of shareholders for 2025.

Changes to Compensation Policies

Pursuant to the completion of the Arrangement, the management team of STLLR was replaced and the Board was reconstituted. As part of its review of the current compensation process, management and the Board will continue to assess the appropriateness and applicability of the compensation policies of the Company and may elect to undertake modifications as applicable.

Risks Associated with Compensation

In light of the Company’s size, the Board does not deem it necessary to consider at this time the implications of the risks associated with the Company’s compensation policies and practices. However, the Company believes its compensation policies alleviate risk by having a balance of short term (salary) and long-term compensation (Options and/or Share Units). The Compensation and Nomination Committee will also evaluate the risks and make adjustments to the Company’s compensation policies as necessary. As previously mentioned, Options and/or Share Units are granted to retain NEOs and motivate the NEOs by rewarding sustained, long-term development and growth that will result in increases in stock value. There is no formal process for assessing when Options and/or Share Units are to be granted. Options and/or Share Units are granted at a time determined necessary by the Compensation and Nomination Committee and the Board in their discretion.

Financial Instruments

The Company does not currently have a policy that restricts NEOs or directors from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity. However, as of the date of this Circular, no NEO or director of the Company has participated in the purchase of such financial instruments pertaining to the Company.

Performance Graph

The following chart compares the yearly percentage change in the cumulative total shareholder return on the Common Shares against the cumulative total shareholder return of the S&P/TSX Composite Total Return Index for the financial periods 2018 through 2023, assuming a $100 initial investment with all dividends reinvested.

	STLLR Gold Inc.	STLLR Gold Inc.	STLLR Gold Inc.	S&P/TSX Composite Index	S&P/TSX Composite Index	2023







	2018 2019		2020	2021	2022

		2018	2019	2020	2021(1)	2022	2023
STLLR Gold Inc.		100.00	100.00	300.00	273.33	197.33	100.00
S&P/TSX Composite Total Return Index		100.00	122.88	129.76	162.32	152.83	170.79

Note:

(1) On August 26, 2021, the Company consolidated its Common Shares on the basis of six existing Common Shares for one new Common Share.

Although the Company’s share price benefited from a stronger gold sector market sentiment in 2019, the Company’s share price underperformed during fiscal 2018 until fiscal 2023, relative to the S&P/TSX Composite Total Return Index due to a combination of Company-specific underperformance and a generally weaker gold sector sentiment overall.

While the Company is committed to increasing shareholder value, the Compensation and Nomination Committee and Board do not emphasize share price in the short term when making compensation determinations. As a junior exploration and development company, the Company is focused on building longterm value for shareholders by maximizing the potential of its projects and progressing towards development. Compensation is paid to its executive officers for furthering these objectives.

The share price performance trend illustrated within this chart does not necessarily reflect the trend in the Company’s compensation to executive officers over the same time period. The share price valuation of gold producers, as well as exploration and development companies, fluctuates with changes in the underlying commodity prices, and at no time during the period was compensation intended to reflect share price

performance driven by externalities. Alignment with shareholders is nonetheless achieved by awarding a significant portion of compensation in the form of option-based awards, which only create value for recipients if share price has increased over the term of the option.

Option and Share Unit-Based Awards

Option and Share Unit based awards to executive officers are determined by the Board and the Compensation and Nomination Committee, as applicable, in accordance with the Share Incentive Plan. Previous grants of Options and Share Units are taken into account when considering new grants. The Share Incentive Plan was established to attract and retain persons such as employees, consultants, officers and directors of the Company and to motivate them to advance the interests of the Company by affording them with the opportunity to acquire an equity interest in the Company through Options and Share Units granted under the Share Incentive Plan to acquire Common Shares. The Options enable such persons to purchase Common Shares at a price fixed pursuant to such guidelines. The Options are exercisable by the optionee giving the Company notice and payment of the exercise price for the number of Common Shares to be acquired. The Share Units contain vesting criteria and upon satisfaction of such criteria Common Shares are issued.

Vesting of Options is at the discretion of the Board and is to be provided in the option agreements entered into under the Share Incentive Plan. However, Options issued to optionees providing investor relations services must, at a minimum vest over at least 12 months, with no more than one-quarter of the option vesting in any three-month period. The option agreements further provide that the option can only be exercised by the optionee and only so long as the optionee shall continue in the capacity as a director, officer or employee of the Company or as an employee of the management corporation and during a period of not more than 90 days after ceasing to be a director, officer or employee (30 days if employed in an investor relations capacity) or, if the optionee dies, one year from the date of the optionee’s death. The Options terminate immediately upon an optionee being removed from such a position. The agreements also provide that disinterested shareholder approval must be obtained prior to the reduction of the exercise price of Options granted to insiders.

Share Unit agreements entered into under the Share Incentive Plan are subject to the vesting criteria determined by the Board and the Compensation and Nomination Committee, as applicable.

Compensation and Nomination Committee

The Company has established the Compensation and Nomination Committee which, among other things, has been charged with the task of considering executive and director compensation. The current members of the Compensation and Nomination Committee are Edith Hofmeister (Chair), Rodney A. Cooper, and Blair Zaritsky and they are all “independent” within the meaning of such term under section 1.4 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”). Following completion of the Meeting it is expected that the committee will be reconstituted.

The Company believes that the members of the Compensation and Nomination Committee have the relevant experience to act as the members of this committee, as noted by their experience below:

Edith Hofmeister

Ms. Hofmeister is an attorney who has advised large and small multi-national extractive companies on legal and Environmental, Social and Governance (“ ESG ”) matters for over twenty years. Most recently she served as Executive Vice President Corporate Affairs and General Counsel for Tahoe Resources Inc. where she led the Legal, Sustainability and Government Affairs Departments, as it evolved from a small junior explorer to a mid-cap precious metals producer. Since 2006, Ms. Hofmeister has worked alongside rural and indigenous

communities in India, Peru, Guatemala and Canada to enhance food, work and water security. Ms. Hofmeister serves as the Chair of the International Bar Association’s Business and Human Rights Committee, a group dedicated to promoting high ESG standards in multi-national corporations. Ms. Hofmeister received a Bachelor of Arts degree in international relations from UCLA, a Master of Arts degree in international peace studies from the University of Notre Dame and a Juris Doctor degree from the University of San Francisco.

Rodney A. Cooper

Mr. Cooper, P.Eng., MBA, is a professional engineer who, from 2011 to 2017, was President and Chief Operating Officer of Labrador Iron Mines Limited where he maintained stakeholder relationships including several complex agreements with First Nations, multiple rail and port logistic agreements, and negotiations with the Quebec and Newfoundland provincial regulatory regimes. He was actively involved in approximately $100 million in equity financings and $30 million streaming deal financing. He was also instrumental in negotiating a $30 million joint venture with Tata Steel on one deposit. From 2009 to 2011, Mr. Cooper was Vice President and Senior Mining Analyst at Dundee Securities where he covered 17 listed companies in the commodity space, of which 7 became the targets of successful mergers and acquisitions. During his tenure he was actively involved in equity and debt deals exceeding $5 billion in value. From 2000 to 2009, Mr. Cooper was Vice President, Technical Services in the corporate office of Kinross Gold Corporation where he established a team of engineers and geologists responsible for project evaluation, project development, technical and economic studies and for the integrity of the resource and reserve base and reporting system. He worked extensively with the operating mines and projects in Ontario, Alaska, Nevada, Washington, Nunavut, Russia, Zimbabwe, Chile and Brazil. He successfully implemented a complex geotechnical and mine closure effort for 14 historical mines simultaneously, in joint venture with the Ontario Ministry of Northern Development and Mines, in and around Timmins, Ontario. The program was completed under budget and a year ahead of schedule, paving the way for the formation of the Porcupine Joint Venture with Placer Dome, which effectively consolidated gold assets in the Timmins Gold Camp. The assets are now owned and successfully operated by Newmont Mining Corporation.

Blair Zaritsky

Mr. Zaritsky is currently Chief Financial Officer of Osisko Mining Inc. He has over 15 years of Canadian public practice experience, with exposure to various types of engagements and clients, gained through managing audit engagements of publicly listed companies traded on the Toronto Stock Exchange, TSX Venture Exchange, and Canadian Securities Exchange. Mr. Zaritsky previously served as a Director of Talisker Resources Inc. and Silver Mountain Resources Inc. Mr. Zaritsky obtained his Chartered Professional Accountant designation in 2003 and holds dual Bachelor of Arts degrees in accounting and economics from Brock University and Western University, respectively.

Executive Compensation-Related Fees

None.

Summary Compensation Table

The following table sets forth information concerning the total annual compensation for services rendered to the Company for the years ended December 31, 2023, 2022 and 2021 in respect of the following NEOs: the Chief Executive Officer; and the Chief Financial Officer, the Vice President of Technical Services & Geology, the Vice President of Projects and the Vice President of Corporate Development.

Name and principal position	Fiscal Year	Salary ($)	Share- based awards ($)	Option- based awards ($)(1)(2)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentive plans	Long-term incentive plans
Josef Vejvoda(3) Interim Chief Executive Officer	2023	132,500	Nil	Nil	300,000	Nil	Nil	Nil	432,500
	2022	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Gary V. O’Connor(4) Former President & Chief Executive Officer	2023	175,000	147,500	87,500	35,000	Nil	Nil	391,260	836,259
	2022	350,000	Nil	510,417	Nil	Nil	Nil	Nil	860,417
	2021	266,346	Nil	Nil	Nil	Nil	Nil	Nil	266,346
Jason R. Macintosh Chief Financial Officer & Corporate Secretary	2023	210,000	52,500	52,500	21,000	Nil	Nil	Nil	336,000
	2022	210,000	Nil	328,126	Nil	Nil	Nil	Nil	538,126
	2021	173,192	Nil	Nil	Nil	Nil	Nil	Nil	173,192
Jason Dankowski Vice President, Technical Services & Geology	2023	245,000	34,119	34,119	13,648	Nil	Nil	Nil	326,886
	2022	136,478	Nil	159,878	Nil	Nil	Nil	Nil	296,356
	2021	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Gerald Rogers(5) Vice President, Projects	2023	206,250	28,125	28,125	11,250	Nil	Nil	Nil	273,750
	2022	112,500	163,071	Nil	Nil	Nil	Nil	Nil	275,571
	2021	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Ardem Keshishian Vice President, Corporate Development	2023	160,000	39,999	40,000	16,000	Nil	Nil	Nil	255,999
	2022	160,000	Nil	Nil	Nil	Nil	Nil	Nil	160,000
	2021	23,076	Nil	97,923	Nil	Nil	Nil	Nil	120,999

Notes:

(1) Fair value is measured using the Black Scholes valuation of out-of-the-money stock options at grant date (i.e. nil intrinsic value as exercise price = market price at grant date) using the following assumptions: no dividends are to be paid; volatility of 69.79%; risk free interest rate of 3.41%; and expected life of 5 years.

(2) Nil options paid in 2021 due to a change in the methodology of awarding awards. Options earned based on 2021 performance were paid in March 2022.

(3) Mr. Vejvoda was appointed as interim chief executive officer on July 1, 2023, while the Company was searching for a new CEO following Mr. O’Connor’s resignation. His appointment was intended to be on a short-term basis and there was never an intention of Mr. Vejvoda remaining in this role on a permanent basis, as his principal occupation is with K2 & Associates Investment Management Inc. Following the completion of the Arrangement, Mr. Vejvoda was replaced by Keyvan Salehi as Chief Executive Officer. Mr. Vejvoda’s salary does not include fees received for service as Chair of the Board (see “ Director Compensation ” below).

(4) Resigned as President and Chief Executive Officer effective July 1, 2023.

(5) Resigned as Vice President, Projects effective November 30, 2023.

Incentive Plan Awards

Outstanding share-based awards and option-based awards

The following table sets forth all awards granted to the NEOs that remained outstanding as of December 31, 2023.

Name		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#)(1)	Option exercise price ($)(1)	Option expiration date	Value of unexercised in-the- money options ($)(2)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Josef Vejvoda	17,500 25,530 16,666 16,666	4.66 3.44 1.80 2.16	Mar 21, 2027 Nov 8, 2026 Nov 9, 2025 Aug 9, 2024	Nil Nil Nil Nil	67,878	101,818	10,000
Gary V. O’Connor(3)	66,321 190,994 83,333	2.22 4.66 1.80	Dec 31, 2024 Dec 31, 2024 Dec 31, 2024	Nil Nil Nil	54,545	81,818	42,857
Jason R. Macintosh	39,792 122,782 125,000	2.22 4.66 1.80	Feb 6, 2027 Mar 21, 2027 Oct 9, 2025	Nil Nil Nil	23,863	35,795	Nil
Jason Dankowski	25,861 62,500	2.22 4.42	Feb 6, 2027 Feb 6, 2027	Nil Nil	15,508	23,262	Nil
Gerald Rogers(4)	21,317 62,500 12,500	2.22 3.72 4.66	Feb 28,2024 Feb 28,2024 Feb 28,2024	Nil Nil Nil	12,784	19,176	Nil
Ardem Keshishian	30,318 50,000	2.22 3.44	Feb 6, 2027 Nov 8, 2026	Nil Nil	18,181	27,272	Nil

Notes:

(1) The number of securities underlying unexercised options and option exercise price reflect the Company’s two to one share consolidation completed February 6, 2024 (the “ Consolidation ”).
(2) Value is calculated based on the difference between the exercise price and the closing price of the Common Shares on December 31, 2023. Closing share price on December 31, 2023, was $1.50 (reflected on a post-Consolidation basis).

(3) Resigned as President and Chief Executive Officer, effective July 1, 2023.

(4) Resigned as Vice President, Projects, effective November 30, 2023.

– Incentive plan awards value vested or earned during the year

The following table sets forth the value of incentive plan awards that vested to a Named Executive Officer during the year ended December 31, 2023.

Name	Option-based awards – Value vested during the year ($)(1)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Josef Vejvoda	Nil	10,000	300,000
Gary V. O’Connor(2)	Nil	42,857	35,000
Jason R. Macintosh	Nil	Nil	21,000
Jason Dankowski	Nil	Nil	13,648

Name	Option-based awards – Value vested during the year ($)(1)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Gerald Rogers(3)	Nil	Nil	11,250
Ardem Keshishian	Nil	Nil	16,000

Notes:

(1) Value is calculated based on the difference between the exercise price and the closing price of the Share on December 31, 2023. Closing share price on December 31, 2023, was $1.50 (reflected on a post-Consolidation basis).

(2) Resigned as President and Chief Executive Officer, effective July 1, 2023.

(3) Resigned as Vice President, Projects effective, November 30, 2023.

Employment Agreements

Mr. Gary O’Connor resigned from his role as Chief Executive Officer effective July 1, 2023. Pursuant to the terms of the separation agreement dated June 30, 2023 between the Company and Mr. O’Connor, the Company paid a lump-sum payment to Mr. O’Connor of $451,644, issued $60,000 in RSUs and extended the term of Mr. O’Connor’s then-outstanding Options and RSUs to December 31, 2024.

Gerald Rogers resigned from his role with the Company, effective November 30, 2023.

In connection with the completion of the Arrangement:

Jason Macintosh was involuntarily terminated without cause from his role and was therefore entitled to a lump sum payment equal to twelve months of his annual salary, being $210,000;
Jason Dankowski was involuntarily terminated without cause from his role and was therefore entitled to a lump sum payment equal to six months of his annual salary, being $122,500; and
Mr. Keshishian was involuntarily terminated without cause from his role and was therefore entitled to a lump sum payment equal to six months of his annual salary, being $80,000.

Each of Messrs. O’Connor, Rogers, Macintosh, Dankowski and Keshishian remain bound by their commitment not to solicit the employment of any individual employed by the Company at the time of termination for one year following termination.

Furthermore, following the completion Arrangement, the Company entered into new employment agreements with certain executive officers of the Company on March 1, 2024, including Keyvan Salehi and Salvatore Curcio, as President and Chief Executive Officer, and Chief Financial Officer, respectively (the “ Employment Agreements ”). The Employment Agreements each have an indefinite term and provide for an annual base salary of $450,000, in the case of Mr. Salehi and $265,000, in the case of Mr. Curcio, each subject to adjustment. The Employment Agreements also provide for annual discretionary bonuses for each person. Under the terms of the Employment Agreements, each of Mr. Salehi and Mr. Curcio is entitled to certain longterm incentives, including participation in the Company’s incentive plans, termination and change of control payments, as well as various benefits that the Company makes available. The Employment Agreements also include non-solicitation provisions that are effective during the length of employment with the Company and for twelve months following termination or resignation from the Company of each of Mr. Salehi and Mr. Curcio. Each such individual is also subject to confidentiality obligations during the length of their service to the Company and following their termination or resignation from the Company.

Termination and Change of Control Benefits

Payments upon Termination

Pursuant to the Employment Agreements entered into with each of Mr. Salehi and Mr. Curcio, the Company is entitled to terminate their employment without cause by: (a) providing payment equal to (i) any accrued but unpaid annual base salary at the date of termination, (ii) any accrued but unpaid expenses at the date of termination, and (iii) the pro-rated value of any unused vacation leave with pay; (b) providing a one-time payment, within seven days of the date of termination, equal to the greater of (i) twelve months’ worth of base salary or (ii) minimum entitlements upon termination to notice or pay in lieu, benefits continuation, and severance pay (if applicable) under the Employment Standards Act , 2000 at the annual rate in effect at the date of termination; (c) continuing their benefits under the Company’s executive benefit plans and programs pursuant to the terms of the Employment Agreements; and (d) a lump-sum payment (i) in lieu of bonus over the notice period, calculated as twelve months of bonus at target for the year in which the Company provides notice of termination and (ii) in lieu of bonus for the year in which such individual receives notice of termination, calculated on the basis of such individual’s achievement of certain key performance indicators as of the date upon which they are provided with notice of termination and prorated through to such date.

Each Employment Agreement may also be terminated for cause. Each of Mr. Salehi and Mr. Curcio may also provide three months’ written notice of resignation to the Company to terminate their employment. In the event of a termination for cause or resignation, each such individual is entitled to payment of their annual base salary earned up to the date of termination plus an amount equal to the sum of (a) the pro-rated value of any unused vacation leave with pay; and (b) any accrued but unpaid business expenses at the date of termination.

The Options and Share Units held by each individual shall be determined in accordance with applicable plan terms.

Payments upon Change of Control

In addition, each of the Employment Agreements contain provisions pursuant to which each of Mr. Salehi and Mr. Curcio are entitled to receive additional payments in certain circumstances following a “Change of Control”. A “Change of Control” means the occurrence of any one or more of the following events:

(a) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company or any of its affiliates and another corporation or other entity, as a result of which the holders of voting securities of the Company immediately prior to the completion of the transaction hold less than 50% of the voting securities of the successor corporation immediately after completion of the transaction;
(b) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of all or substantially all of the assets, rights or properties of the Company and its subsidiaries on a consolidated basis to any other person or entity, other than transactions among the Company and its subsidiaries;
(c) a resolution is adopted to wind-up, dissolve or liquidate the Company;
(d) any person, entity or group of persons or entities acting jointly or in concert (the “ Acquiror ”) acquires, or acquires control (including, without limitation, the power to vote or direct the voting) of, voting securities of the Company which, when added to the voting securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the

right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or direct the casting of 50% or more of the votes attached to all of the Company’s outstanding voting securities which may be cast to elect directors of the Company or the successor corporation (regardless of whether a meeting has been called to elect directors);

(e) as a result of or in connection with: (A) a contested election of directors; or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Company or any of its affiliates and another corporation or other entity (a “ Transaction ”), fewer than 50% of the directors of the Company are persons who were directors of the Company immediately prior to such Transaction; or
(f) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

For the purposes of the foregoing definition of Change of Control, “voting securities” means Common Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Company, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors, including any options or rights to purchase such shares or securities.

In the event of a termination of employment (whether by the Company without cause or by written notice of resignation) within 180 days following a Change of Control, each of Mr. Salehi and Mr. Curcio are entitled to:

(a) (i) any accrued but unpaid annual base salary at the date of termination, (ii) any accrued but unpaid expenses at the date of termination, and (iii) the pro-rated value of the unused vacation leave with pay for that portion of the calendar year in which their employment is terminated;
(b) a lump-sum payment equal to the aggregate of two times (A) an amount equal to the greater of (i) their annual base salary, at the annual rate in effect at the date of termination, or (ii) minimum entitlements upon termination to notice or pay in lieu, benefits continuation, and severance pay (if applicable) under the Employment Standards Act , 2000 and (B) the most recent bonus, if any; and
(c) the continuation of their benefits under the Company’s executive benefit plans and programs for a period of 24 months from the effective date of termination or resignation, pursuant to the terms of the agreement.

Estimated Incremental Payment on Termination Without Cause or Change of Control

The following table provides details regarding the estimated incremental payments from the Company to each of Messrs. Salehi and Curcio upon termination without cause and upon termination following a Change of Control in accordance with the above provisions, assuming termination occurred as of the date hereof (note this is updated to reflect the date hereof to provide the readers with more accurate information on such payments).

Payments Upon Termination Without Cause

Name	Severance Period (# of months)	Base Salary ($)	Bonus ($)(1)	Additional Payment ($)(2)	Other ($)(3)	Total Incremental Payment ($)
Keyvan Salehi	12	450,000	450,000	Nil	Nil	900,000
Salvatore Curcio	12	265,000	265,000	Nil	Nil	530,000
Total		715,000	715,000	Nil	Nil	1,430,000

Notes:

(1) Pursuant to their employment agreements, the NEOs are entitled to a lump-sum payment (i) in lieu of bonus over the notice period, calculated as twelve months of bonus at target for the year in which the Company provides notice of termination and (ii) in lieu of bonus for the year in which such individual receives notice of termination, calculated on the basis of such individual’s achievement of certain key performance indicators as of the date upon which they are provided with notice of termination and prorated through to such date.

(2) Pursuant to their executive employment agreements, the NEOs are entitled to the pro-rated value of their unused vacation leave with pay for that portion of the calendar year in which their employment is terminated. For the purposes of the calculation, it is assumed all vacation time has been taken.

(3) Pursuant to their executive employment agreements, the Named Executive Officers are entitled to continue certain benefits.

Payments Upon Termination in Connection with a Change of Control

Name	Severance Period (# of months)	Base Salary ($)	Bonus ($)(1)	Additional Payment ($)(2)	Other ($)(3)	Total Incremental Payment ($)
Keyvan Salehi	24	900,000	900,000	Nil	Nil	1,800,000
Salvatore Curcio	24	530,000	318,000	Nil	Nil	848,000
Total		1,430,000	1,218,000	Nil	Nil	2,648,000

Notes:

(1) Pursuant to their executive employment agreements, the NEOs are entitled to lump-sum payment equal to the aggregate of two times (A) an amount equal to the greater of (i) their annual base salary, at the annual rate in effect at the date of termination, or (ii) minimum entitlements upon termination to notice or pay in lieu, benefits continuation, and severance pay (if applicable) under the Employment Standards Act, 2000 and (B) the most recent bonus, if any.

(3) Pursuant to their executive employment agreements, the Named Executive Officers are entitled to continue certain benefits for a period of 24 months following the effective date of termination or resignation.

Director Compensation

Director compensation table

The Company’s directors’ compensation program is designed to attract and retain the most qualified individuals to serve on the Board. The Board, through the Compensation and Nomination Committee, is responsible for reviewing and approving any changes to the Directors’ compensation arrangements.

During the financial year ended December 31, 2023, certain directors received specific cash compensation related to the services they provided as directors (the “ Director Fee ”) and option-based compensation as set out in the summary compensation table below.

For 2023, Director’s fees were $40,000 per year with an additional $5,000 for each Committee Chair and $10,000 for the Board Chairperson. Director’s fees are paid on a quarterly basis. Option awards based on 2023 performance were awarded in March 2024 with each director receiving 125,000 stock options having an exercise price of $1.25 and expiry date of March 18, 2029, with Mr. Vejvoda receiving an additional 125,000

options for his role as Chair of the Board. One-third of the options will vest on the grant date, and one-third on each of the first and second anniversary dates of the grant right.

The following table sets forth the amount of all compensation provided to the directors of the Company, who were not considered NEOs, for the year ended December 31, 2023:

Name	Fiscal Year	Fees earned ($)	Share- based awards ($)	Option- based awards ($)	Non-equity Incentive plan compensation ($)	Pension Value ($)	All other Compensation ($)	Total ($)
Mark N.J. Ashcroft(2)	2023	11,250	60,000	Nil	Nil	Nil	Nil	71,250
Josef Vejvoda	2023	50,000	119,999	Nil	Nil	Nil	Nil	169,999
Sheila Colman(1)	2023	42,917	119,999	Nil	Nil	Nil	Nil	162,916
Rodney A. Cooper	2023	45,000	119,999	Nil	Nil	Nil	Nil	164,999
Louis Gariepy(1)	2023	40,000	119,999	Nil	Nil	Nil	Nil	159,999
Alexander D. Henry(1)	2023	45,000	119,999	Nil	Nil	Nil	Nil	164,999
Krista Muhr	2023	45,000	119,999	Nil	Nil	Nil	Nil	164,999
Blair Zaritsky	2023	40,000	119,999	Nil	Nil	Nil	Nil	159,999

Notes:

(1) Ceased to be a director effective February 6, 2024 in connection with the Arrangement.

(2) Ceased to be a director effective June 1, 2023.

Outstanding share-based awards and option-based awards

The following table sets forth all awards granted to the directors, who were not considered NEOs, that remained outstanding as of December 31, 2023:

Name		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#)(1)	Option exercise price ($)(1)	Option expiration date	Value of unexercised in-the- money options ($)(2)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Mark N.J. Ashcroft(5)	17,500 16,666 33,333	4.66 1.80 2.16	Dec 31, 2024 Dec 31, 2024 Dec 31, 2024	Nil Nil Nil	Nil	Nil	70,908
Sheila Colman(4)	33,333	3.30	Feb 6, 2027	Nil	54,545	81,818	Nil
Rodney A. Cooper	17,500 22,339 6,250	4.66 3.44 1.80	Mar 21, 2027 Nov 8, 2026 Nov 9, 2025	Nil Nil Nil	67,878	101,818	10,000
Louis Gariepy(4)	33,333	4.58	Feb 6, 2027	Nil	54,545	81,818	Nil
Alexander D. Henry(4)	17,500 18,750	4.66 1.80	Feb 6, 2027 Nov 9, 2025	Nil Nil	67,878	101,818	10,000
Krista Muhr	17,500 33,333	4.66 4.38	Mar 21, 2027 Jun 30, 2026	Nil Nil	67,878	101,818	10,000
Blair Zaritsky	17,500 33,333	4.66 4.20	Mar 21, 2027 Mar 29, 2026	Nil Nil	67,878	101,818	10,000
Morris Prychidny(3)	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Name		Option-based Awards	Option-based Awards		Share-based Awards	Share-based Awards	Share-based Awards
	Number of securities underlying unexercised options (#)(1)	Option exercise price ($)(1)	Option expiration date	Value of unexercised in-the- money options ($)(2)	Number of shares or units of shares that have not vested (#)	Market or payout value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Edith Hofmeister(3)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
KeyvanSalehi(3)	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Reflected on a post-Consolidation basis.
(2) Based on the closing price of the Common Shares on the TSX on December 31, 2023, of $1.50 per share.
(3) Became a director effective February 6, 2024.
(4) Ceased to be a director effective February 6, 2024.
(5) Ceased to be a director effective June 1, 2023.

– Incentive plan awards value vested or earned during the year

The following table sets forth the value of incentive plan awards that vested to the directors during the year ended December 31, 2023.

Name	Option-based awards – Value vested during the year ($)(1)	Share-based awards – Value vested during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Mark N.J. Ashcroft(4)	Nil	70,908	Nil
Sheila Colman(3)	Nil	Nil	Nil
Rodney A. Cooper	Nil	10,000	Nil
Louis Gariepy(3)	Nil	Nil	Nil
Alexander D. Henry(3)	Nil	10,000	Nil
Krista Muhr	Nil	10,000	Nil
Blair Zaritsky	Nil	10,000	Nil
Morris Prychidny(2)	Nil	Nil	Nil
Edith Hofmeister(2)	Nil	Nil	Nil
Keyvan Salehi(2)	Nil	Nil	Nil

Notes:

(1) Represents the aggregate dollar value that would have been realized if the options had been exercised on the vesting date, based on the difference between the closing price of the Common Shares on the TSX on the vesting date and the exercise price of the options. (2) Became a director effective February 6, 2024.

(3) Ceased to be a director effective February 6, 2024.

(4) Ceased to be a director effective June 1, 2023.

Directors’ and Officers’ Liability Insurance

The Company purchases liability insurance for its directors and officers. No part of the premium is payable by the directors or officers of the Company. The annual insurance coverage under the policy is limited to $15,000,000 per policy year, in addition to this insurance coverage, there is $3,000,000 of additional side A limits should the $15,000,000 limits be depleted.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plans Information

Omnibus Share Incentive Plan

On March 21, 2022, the Board adopted an omnibus Share Incentive Plan (the “ Share Incentive Plan ”). This approval is effective for three years from the date of the 2022 annual meeting. The STLLR Legacy Stock Option Plan (as defined below) and Nighthawk Legacy Option Plan (as defined below) will continue to apply to awards that are outstanding prior to the date of approval; however, the Company will not issue any new awards under the STLLR Legacy Stock Option Plan or Nighthawk Legacy Option Plan.

The Share Incentive Plan provides eligible participants with compensation opportunities that encourage ownership of Common Shares, enhance the ability to attract, retain and motivate the executive officers and other key management and incentivize them to increase the long term growth and equity value of the Company in alignment with the interests of shareholders.

The Share Incentive Plan allows the Board or a designated committee of the Board to grant long- term incentives to Directors, officers, employees, eligible contractors and others consistent with the provisions of the Share Incentive Plan.

Awards granted under the Share Incentive Plan may consist of Options, RSUs, DSUs and PSUs. Each award is subject to the terms and conditions set forth in the Share Incentive Plan and to those other terms and conditions specified by the Board or the designated committee of the Board.

The following is a summary of the principal terms of the Share Incentive Plan, which is qualified in its entirety by the provisions of the plan.

Common Shares Subject to the Share Incentive Plan

Up to 10% of the Common Shares issued and outstanding from time to time (including Common Shares issued under any other security based compensation arrangement of the Company) may be issued pursuant to awards under the Share Incentive Plan. There were 103,269,854 Common Shares outstanding, as of the date of this Circular. As there are currently 1,002,274 Options of the Company outstanding under the STLLR Legacy Stock Option Plan (being 1.0% of the issued and outstanding Common Shares), 2,195,550 Options to acquire 2,195,550 Common Shares outstanding under the Nighthawk Legacy Option Plan (being 2.1% of the issued and outstanding Common Shares), 2,524,371 Common Shares remain eligible for issuance under the new Share Incentive Plan (being 2.4% of the issued and outstanding Common Shares). As of the date hereof, there are 4,102,958 Options, 441,068 RSUs and 60,764 DSUs outstanding under the Share Incentive Plan (being 4.5% of the issued and outstanding Common Shares in the aggregate).

The maximum number of Common Shares that: (i) are issuable to insiders (as defined in the Company Manual of the Toronto Stock Exchange (the “ TSX ”), including such staff notices of the TSX which may supplement the same); and (ii) may be issued to insiders within a one-year period, in each case, pursuant to awards under the Share Incentive Plan, STLLR Legacy Stock Option Plan, Nighthawk Legacy Option Plan and any other share-based compensation arrangement the Company adopts is 10% of the Common Shares outstanding from time to time. The number of Common Shares subject to each award, the exercise price, the expiry time, the extent to which such award is exercisable and other terms and conditions relating to such awards will be determined by the Board or the designated committee of the Board. No participant will be granted awards in any single calendar year with respect to more than 3% of the issued and outstanding Common Shares. An annual grant of awards (excluding any one-time grant such as those made in the fiscal year of the Director’s initial service) issued to any non-employee Director (as such term is defined in the Share Incentive Plan) under

the Share Incentive Plan and any other share-based compensation arrangement adopted by the Company will not exceed an aggregate grant value of $150,000 in total equity, of which no more than $100,000 may be issued in the form of Options.

If, and to the extent, awards granted under the plan: (i) are exercised; or (ii) terminate, expire, cancel or are forfeited, Common Shares subject to such awards will again be available for grant under the Share Incentive Plan. In addition, if and to the extent an award is settled for cash, the Common Shares subject to the award will again be available for grant under the Share Incentive Plan.

In the event of any recapitalization, reorganization, arrangement, amalgamation, stock split or consolidation, stock dividend or other similar event or transaction, substitutions or adjustments will be made by the Board or the designated committee of the Board to: (i) the aggregate number, class and/or issuer of the securities reserved for issuance under the Share Incentive Plan; (ii) the number, class and/or issuer of securities subject to outstanding awards; and (iii) the exercise price of outstanding Options (A) in a manner that reflects equitably the effects of such event or transaction and (B) is subject to the TSX’s consent for so long as the Common Shares or any of the securities of the Company are listed on the TSX.

Awards under the Share Incentive Plan are non-assignable and non-transferable although they are assignable to and may be exercisable by a participant’s personal representatives in certain cases.

Amendments

The Board may amend the Share Incentive Plan or the terms of any award agreement, provided that (1) no such amendment, modification, change, suspension or termination of the Share Incentive Plan or any Share Incentive Plan award may materially impair any rights of a participant or materially increase any obligations of a participant under the Share Incentive Plan without the consent of the participant, unless the Board determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements, and (2) shareholder approval is required to: (i) reduce the exercise price or purchase price of awards under the Share Incentive Plan; (ii) extend the term under an award; (iii) permit awards to be transferable or assignable by participants, other than by will or by the laws of descent and distribution (iv) remove or increase the insider participation limits; (v) increase the maximum number of securities issuable, either as a fixed number or a fixed percentage of the outstanding capital represented by such securities; (vi) increase the limits on the total annual grant of awards permitted to be issued to any one independent director; and (vii) amend an amending provision within the Share Incentive Plan.

The Board or the designated committee of the Board may, without shareholder approval, amend the Share Incentive Plan with respect to (i) amendments of a “housekeeping nature”; (ii) changes to the vesting or exercise provisions of the Share Incentive Plan or any award; (iii) changes to the provisions of the Share Incentive Plan relating to the expiration of awards prior to their respective expiration dates upon the occurrence of certain specified events; or (iv) the cancellation of an award.

Termination of Service

Unless provided otherwise in the award agreement, if a participant’s service with the Company or any of the Company’s affiliates terminates without cause or due to retirement, (A) any unvested Options will be prorated to the date of termination or retirement and any Options that vest within 90 days of such date may be exercised by the participant until the earlier of (i) the expiry date and (ii) 90 days following the date of termination or retirement, and (B) any DSUs, RSUs or PSUs will vest on the date of such termination or retirement and will settle in accordance with the Share Incentive Plan, subject to (with respect to PSUs), the Board shall determine the extent of satisfaction of the performance criteria in determining the payout factor to be applied to the PSUs. All other rights to receive payment will be forfeited.

Unless provided otherwise in the award agreement, if a participant’s service with the Company or any of the Company’s affiliates terminates due to death or total disability, (A) the right to exercise an Option will terminate on the earlier of one year following the date of such participant’s death and on the last day of the stated term of such Option, provided that all Options that will not vest within 12 months following the date of such participant’s death shall immediately and automatically terminate, and (B) any DSUs, RSUs or PSUs will vest on the date of such death or total disability and will settle in accordance with the Share Incentive Plan, subject to with respect to PSUs, the Board shall determine the extent of satisfaction of the performance criteria in determining the payout factor to be applied to the PSUs. All other rights to receive payment will be forfeited.

If a participant’s relationship with the Company or any of the Company’s affiliates terminates for cause, any award (whether vested or unvested) not already exercised will automatically expire and terminate as of the date of such termination.

Change of Control

In the event of a change of control of the Company, and unless otherwise provided in an award agreement or a written employment contract between the Company and a participant, the Board may provide that: (i) the successor Company or entity will assume each award or replace it with a substitute award on terms substantially similar to the existing award; (ii) the awards will be surrendered for a cash payment made by the successor Company or entity equal to the fair market value thereof; or (iii) any combination of the foregoing will occur, provided that the replacement of any Option with a substitute Option shall, at all times, comply with the provisions of subsection 7(1.4) of the Income Tax Act (Canada).

If in connection with or within 12 months following a change of control, and unless otherwise provided in an award agreement or a written employment contract between the Company and a participant, a participant’s service, consulting relationship, or employment with the Company, an affiliate or the continuing entity is terminated without cause, or the participant resigns from his or her employment as a result of certain events set forth in the Share Incentive Plan, then all awards then held by such participant (and, if applicable, the time during which such awards may be exercised) will immediately vest. In the event that an award is subject to vesting upon the attainment of performance criteria, then the number of Options, DSUs, RSUs or PSUs that shall immediately vest will be determined by multiplying the number of awards subject to such vesting criteria by the pro rata performance criteria achieved by the termination date.

Options

The exercise price of any Option granted under the Share Incentive Plan will be the closing price of the Common Shares on the TSX on the trading day immediately preceding the date on which the Option is granted. The Board or the designated committee of the Board will be entitled to determine the Option term for each Option; provided, however, that the exercise period of any Option may not exceed ten years from the date of grant, or in the event that the 10 year anniversary of the date of grant falls within a blackout period, the date which is 10 days after the date on which the blackout period has ended. Vesting for each Option is also determined by the Board or the designated committee of the Board.

RSUs

Each RSU represents the right to receive from the Company, after fulfilment of any applicable conditions specified by the Board or the designated committee of the Board, a payment from the Company (i) if settlement is made in cash, in an amount equal to the fair market value (determined at the time of distribution) of one Common Share per each RSU being settled and (ii) if settlement is being made in Common Shares, on the basis of one Common Share per each RSU being settled. Prior to settlement, an RSU will carry no voting or dividend rights or other rights associated with share ownership. Unless otherwise specified in the award agreement, an RSU may be settled in Common Shares, cash or in any combination of both; however, a

determination to settle an RSU in whole or in part in cash may be made by the Board or the designated committee of the Board, in its sole and absolute discretion. Except as otherwise provided in the applicable RSU award agreement or any other provision of the Share Incentive Plan, and subject to the Board’s ability to change the RSU vesting date of any RSU pursuant to the Share Incentive Plan, one-third of the RSUs granted shall vest on June 30 in each of the first, second and third calendar years immediately following the year in which the RSU was granted. An RSU granted under the Share Incentive Plan must be settled on or before December 15[th] of the third calendar year following the calendar year in which the RSU is granted.

DSUs

Each DSU provides for the right to receive from the Company, on a deferred payment basis, a Common Share or the cash equivalent of a Common Share in an amount equal to the fair market value (determined at the applicable date) on the terms contained in the Share Incentive Plan. The amount will not be paid out until the earlier of the death, retirement, or loss of office or employment of the recipient with the Company or any of its affiliates, thereby providing an ongoing equity stake throughout the recipient’s period of service. Unless otherwise specified in the award agreement, a DSU may be settled in Common Shares, cash, or in any combination of both, however, a determination to settle a DSU in whole or in part in cash may be made by the Board or the designated committee of the Board, in its sole and absolute discretion.

DSUs granted to non-employee Directors shall vest on the last day of the fiscal year for which they are granted. Except as otherwise provided in the Share Incentive Plan, in the event that a participant’s DSU termination date falls before the last day of such fiscal year, one-twelfth of the DSUs granted for such fiscal year shall vest for each completed month in that fiscal year prior to the DSU termination date, and all remaining unvested DSUs shall be forfeited on the DSU termination date and have no further value.

DSUs granted to participants other than non-employee Directors, shall vest to the extent of one-third thereof on each of the first, second and third anniversaries following the year in which it was granted, provided that such participant continues to be employed by the Company. Except as otherwise provided in the Share Incentive Plan, all unvested DSUs shall be forfeited on the DSU termination date and have no further value.

PSUs

Each PSU represents a right to receive from the Company, after fulfillment of any applicable conditions specified by the Board or the designated committee of the Board (including achievement of certain performance criteria), a payment from the Company (i) if settlement is made in cash, in an amount equal to the fair market value (at the time of the distribution) of one Common Share per each PSU being settled multiplied by the payout factor, and (ii) if settlement is made in Common Shares, on the basis of one Common Share per each PSU being settled multiplied by the payout factor. Prior to settlement, a PSU will carry no voting or dividend rights or other rights associated with share ownership. Unless otherwise specified in the award agreement, a PSU may be settled in Common Shares, cash, or in any combination of both, however, a determination to settle a PSU in whole or in part in cash may be made by the Board or the designated committee of the Board, in its sole and absolute discretion. The Board or the designated committee of the Board will also be entitled to determine the performance period, vesting and any performance criteria for PSUs.

Except as otherwise provided in the applicable PSU award agreement or any other provision of the Share Incentive Plan, and subject to the Board’s ability to change the PSU vesting date of any PSU pursuant to the Share Incentive Plan, one-third of the PSUs granted pursuant to any particular PSU award agreement shall vest on June 30 in each of the first, second and third calendar years immediately following the year in which the PSU is granted.

STLLR Legacy Stock Option Plan

The following is a summary of the Company’s legacy stock option plan (the “ STLLR Legacy Stock Option Plan ”) for the year ended December 31, 2023. Following the approval of the Company’s new Share Incentive Plan, no further options will be issued under the STLLR Legacy Stock Option Plan. For a summary of the Company’s new Share Incentive Plan please refer to information under the heading “ Omnibus Share Incentive Plan ” above.

Purpose

The purpose of the STLLR Legacy Stock Option Plan is to advance the interests of the Company by: (i) providing participants with performance incentives; (ii) enhance the Company’s ability to attract, retain, and motivate key personnel; and iii) increasing the proprietary interest of participants in the success of Company.

STLLR Legacy Stock Option Plan Limits

The aggregate maximum number of Common Shares that may be reserved for issuance under the STLLR Legacy Stock Option Plan is equal to 10% of the issued and outstanding Common Shares from time to time less the aggregate number of Common Shares reserved for issuance or issuable under any other security based compensation arrangement for the Company. Under the plan, options may be granted to the Company’s directors, officers, employees and consultants with whom the Company has had a contract for substantial services for a period of twelve months or more and designated affiliates and permitted assigns with option terms up to a maximum of five years from the date grant.

As of the date hereof, Options to purchase an aggregate of 1,002,274 Common Shares (net of cancelled options), representing approximately 1.0% of the issued and outstanding Common Shares, are outstanding under the STLLR Legacy Stock Option Plan.

The following is a summary of the key terms of the STLLR Legacy Stock Option Plan.

The exercise price of each option granted under the STLLR Legacy Stock Option Plan shall be fixed by the Board of Directors at the time the option is granted, but in no event shall it be less than the fair market value of the Common Shares on the date of grant.

The maximum number of Common Shares that may be: (i) issued to insiders of the Company within a one year period; and (ii) issuable to insiders of the Company, any time, under the STLLR Legacy Stock Option Plan, shall not exceed 10% of the Company’s total outstanding Common Shares. Notwithstanding the foregoing, the maximum number of Common Shares which may be issued under options granted under the STLLR Legacy Stock Option Plan to non-employee directors shall not at any time exceed 5% of the Company’s total outstanding shares. The STLLR Legacy Stock Option Plan contains standard provisions permitting the Board of Directors to accelerate vesting of all unvested options in the event of a change of control.

Options granted are not assignable or transferable, except in the event of an optionee’s death, in which options may be exercised in accordance with their terms by appropriate legal representatives, or to a participant’s registered retirement savings plan (“ RRSP ”), registered retirement income fund (“ RRIF ”) or tax-free savings account (“ TFSA ”), provided the participant is the sole beneficiary of the RRSP, RRIF or TFSA.

Options may be exercised only for so long as the optionee remains an employee, subject to certain exceptions, including death or termination of employment other than for cause. If, before the expiry of an option in accordance with its terms, the employment of the optionee terminates for any reason other than termination by

the Company for cause or death, then the option may be exercised within three months of the date of termination of employment the optionee, but only to the extent that the optionee was entitled to exercise such option at the date of the termination of employment. In the event that an optionee ceases to be a participant because of termination for cause, the options of the participant not exercised at such time shall immediately be cancelled on the date of such termination and be of no further force or effect.

Subject to certain exceptions, which shall require approval of the majority of the holders of Common Shares, the Board of Directors may at any time and without shareholder approval terminate the STLLR Legacy Stock Option Plan and may amend any provision or terminate the STLLR Legacy Stock Option Plan, subject to any regulatory or stock exchange requirement at the time of such amendment or termination.

Nighthawk Legacy Option Plan

On February 6, 2024, the Company completed an arrangement with Nighthawk pursuant to which it acquired all of the issued and outstanding common shares of Nighthawk (the “ Nighthawk Shares ”) by way of a plan of arrangement (the “ Arrangement ”). In connection with the Arrangement, all options to acquire Nighthawk Shares (the “ Nighthawk Options ”) then outstanding under Nighthawk’s legacy option plan (the “ Nighthawk Legacy Option Plan ”) were exchanged for options to acquire Common Shares of the Company. The Company will not issue any new awards under the Nighthawk Legacy Option Plan. As of the date hereof, an aggregate of 2,195,550 Common Shares are reserved for issuance pursuant to the Nighthawk Legacy Option Plan.

The following is a summary of the key terms of the Nighthawk Legacy Option Plan.

The principal purpose of the Nighthawk Legacy Option Plan was to secure for Nighthawk and its shareholders the benefits inherent in share ownership by the directors, key employees and consultants of Nighthawk and its subsidiaries who, in the judgment of the board of directors of Nighthawk (the “ Nighthawk Board ”), would be largely responsible for its future growth and success. The Nighthawk Legacy Option Plan was meant to aid in retaining and encouraging employees and directors of exceptional ability through the opportunity to acquire a proprietary interest in Nighthawk.

The Nighthawk Legacy Option Plan provided for the issuance of Nighthawk Options to employees, directors and officers of Nighthawk and any of its subsidiaries and affiliates, consultants, and management company employees, and, except in relation to a consultant company, includes a company that was wholly-owned by such persons.

The maximum number of Nighthawk Shares available at all times for issuance under the Nighthawk Legacy Option Plan or any other security based compensation arrangements (pre-existing or otherwise) was not to exceed 10% of the number of Nighthawk Shares issued and outstanding. Any increase in the issued and outstanding Nighthawk Shares would result in an increase in the number of Nighthawk Options issuable under the Nighthawk Legacy Option Plan. Any issuance of Nighthawk Shares from treasury, including issuances of Nighthawk Shares in respect of which Nighthawk Options are exercised, expired or cancelled, automatically replenished the number of Nighthawk Options issuable under the Nighthawk Legacy Option Plan.

The exercise price per Nighthawk Share under a Nighthawk Option was to be determined by the Nighthawk Board, but, in any event, was not to be lower than the “market price” of the Nighthawk Shares on the date of grant of the Nighthawk Options. Under the Nighthawk Legacy Option Plan, “market price” meant the closing price of the Nighthawk Shares on the TSX, or if the Nighthawk Shares were not then listed on the TSX, on the principal stock exchange on which such Nighthawk Shares were traded, on the trading day of the Nighthawk Option grant. In the event that the Nighthawk Shares were not then listed and posted for trading on a stock exchange, the “market price” was to be the fair market value of such Nighthawk Shares as determined by the Nighthawk Board in its sole discretion.

The period within which Nighthawk Options may have been exercised and the number of Nighthawk Options which may have been exercised in any such period was determined by the Nighthawk Board at the time of granting the Nighthawk Options provided, however, that the maximum term of any Nighthawk Options awarded under the Nighthawk Legacy Option Plan was ten years.

In the event that the expiry of a Nighthawk Option falls within, or within two days of, a trading blackout period imposed by Nighthawk, the expiry date of the Nighthawk Option was to be automatically extended to the tenth business day following the end of the blackout period.

A Nighthawk Option holder was to have, in all cases subject to the original Nighthawk Option expiry date and any determination otherwise by the Nighthawk Board:

In the event of retirement, a 12-month period to exercise his or her Nighthawk Options, which would automatically vest;
In the event of resignation, 90 days to exercise his or her Nighthawk Options that had vested, subject to extension by the Nighthawk Board;
In the event of the death or disability of a Nighthawk Option holder, all Nighthawk Options would vest, and all Nighthawk Options shall have been exercisable for a 12-month period;
In the event of termination without cause of a Nighthawk Option holder, the Nighthawk Option holder would have 90 days to exercise his or her Nighthawk Options which had vested, but any unvested Nighthawk Options would become void; and
In the event of termination with cause, Nighthawk Options were to become void, except as may be set out in the Nighthawk Option holder’s Nighthawk Option commitment or as otherwise determined by the Nighthawk Board in its sole discretion.

In the event of a change of control, the vesting of all Nighthawk Options and the time for the fulfillment of any conditions or restrictions on such vesting was to be accelerated to a date or time immediately prior to the effective time of the change of control, and the Nighthawk Board, in its sole discretion, could authorize and implement any one or more of the following additional courses of action:

Terminate without any payment or other consideration, any Nighthawk Options not exercised or surrendered by the effective time of the change of control;
Cause Nighthawk to offer to acquire from each Nighthawk Option holder his or her Nighthawk Options for a cash payment equal to the in-the-money amount, and any Nighthawk Options not so surrendered or exercised by the effective time of the change of control will be deemed to have expired; and
A Nighthawk Option granted under the Nighthawk Legacy Option Plan been exchanged for an option to acquire, for the same exercise price, that number and type of securities as would be distributed to the Nighthawk Option holder in respect of the Nighthawk Shares issued to the Nighthawk Option holder had he or she exercised the Nighthawk Option prior to the effective time of the change of control, provided that any such replacement option must provide that it survives for a period of not less than one year from the effective time of the change of control, regardless of the continuing directorship, officership or employment of the Nighthawk Option holder.

For greater certainty, and notwithstanding anything else to the contrary contained in the Nighthawk Legacy Option Plan, the Nighthawk Board could, in its sole discretion, in any change of control which might have or had occurred, make such arrangements as it deemed appropriate for the exercise of issued and outstanding Nighthawk Options including, without limitation, the power to modify the terms of the Nighthawk Legacy Option Plan and/or the Nighthawk Options as contemplated above. If the Nighthawk Board exercised such power, the Nighthawk Options were to be deemed to have been amended to permit the exercise thereof in whole or in part by the Nighthawk Option holder at any time or from time to time as determined by the Nighthawk Board prior to or in conjunction with completion of the change of control.

The grant of Nighthawk Options under the Nighthawk Legacy Option Plan was subject to a restriction such that the number of Nighthawk Shares: (i) issued to insiders of Nighthawk, within any one-year period, and (ii) issuable to insiders of Nighthawk, at any time, under the Nighthawk Legacy Option Plan, or when combined with all of Nighthawk’s other security based compensation arrangements, was not to exceed 10% of Nighthawk’s total issued and outstanding Nighthawk Shares, respectively.

The Nighthawk Board could delegate, to the extent permitted by applicable law and by resolution of the Nighthawk Board, its powers under the Nighthawk Legacy Option Plan to the compensation committee of the Nighthawk Board, or such other committee as the Nighthawk Board could determine from time to time.

Nighthawk Options under the Nighthawk Legacy Option Plan were to be non-assignable and non-transferable other than by will or by the applicable laws of descent.

The amendment provisions of the Nighthawk Legacy Option Plan provided the Nighthawk Board with the power, subject to the requisite regulatory approval, to make the following amendments to the provisions of the Nighthawk Legacy Option Plan and any Nighthawk Option commitment without shareholder approval (without limitation):

Amendments of a housekeeping nature;
Additions or changes to any vesting provisions of a Nighthawk Option;
Changes to the termination provisions of a Nighthawk Option or the Nighthawk Legacy Option Plan which did not entail an extension beyond the original expiry date;
Addition of a cashless exercise feature, payable in cash or securities, whether or not providing for a full deduction of the number of underlying Nighthawk Shares from the Nighthawk Legacy Option Plan reserves; and
Amendments to reflect changes to applicable securities or tax laws.

However, any of the following amendments require shareholder approval:

Reducing the exercise price of a Nighthawk Option, cancelling and reissuing a Nighthawk Option, or cancelling a Nighthawk Option in order to issue an alternative entitlement;
Amending the term of a Nighthawk Option to extend the term beyond its original expiry date;
Increasing the number of Nighthawk Shares or maximum percentage of Nighthawk Shares which could be issued pursuant to the Nighthawk Legacy Option Plan (other than by virtue of adjustments permitted under the Nighthawk Legacy Option Plan);
Permitting Nighthawk Options to be transferred other than for normal estate settlement purposes,
Removing or exceeding of the insider participation limits;
Materially modifying the eligibility requirements for participation in the Nighthawk Legacy Option Plan; or
Modifying the amending provisions of the Nighthawk Legacy Option Plan.

The following table provides details of the Company’s equity compensation plans as at December 31, 2023:

Plan Category	Number of securities to be issued upon exercise of outstanding Options, RSUs and DSUs(1)	Weighted-average exercise price of outstanding Options	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by securityholders(2)	2,076,934	$3.38	4,024,271

Plan Category	Number of securities to be issued upon exercise of outstanding Options, RSUs and DSUs(1)	Weighted-average exercise price of outstanding Options	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	2,076,934(3)	$3.38	4,024,271(4)

Notes:

(1) Reflected on a post-Consolidation basis.

(2) The Company has in place the Share Incentive Plan, the STLLR Legacy Stock Option Plan and the Nighthawk Legacy Option Plan whereby the maximum number of Common Shares that may be reserved for issuance pursuant to such plans cannot exceed 10% of the issued and outstanding Common Shares.

(3) Representing 3.4% of the 61,012,054 Common Shares issued and outstanding as at December 31, 2023 (reflected on a post-Consolidation basis).

(4) Representing 6.6% of the 61,012,054 Common Shares issued and outstanding as at December 31, 2023 (reflected on a post-Consolidation basis).

The following table provides details of the Company’s equity compensation plans as at the date hereof:

Plan Category	Number of securities to be issued upon exercise of outstanding Options, RSUs and DSUs	Weighted-average exercise price of outstanding Options	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by securityholders(1)	7,802,614	$1.74	2,524,371
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	7,802,614(2)	$1.74	2,524,371(3)

Notes:

(1) The Company has in place the Share Incentive Plan, the STLLR Legacy Stock Option Plan and the Nighthawk Legacy Option Plan whereby the maximum number of Common Shares that may be reserved for issuance pursuant to such plans cannot exceed 10% of the issued and outstanding Common Shares.

(2) Representing 7.56% of the 103,269,854 Common Shares issued and outstanding as at the date hereof.

(3) Representing 2.44% of the 103,269,854 Common Shares issued and outstanding as at the date hereof.

Burn Rate

The following table provides details of the burn rate under the Share Incentive Plan and STLLR Legacy Stock Option Plan for the years ended December 31, 2023, 2022 and 2021:

Fiscal Year Ended	Burn Rate(1)	Number of Options/Share Units Granted	Weighted Average Number of Common Shares Outstanding
Year Ended December 31, 2023	1.52%	875,379	57,404,297
Year Ended December 31, 2022	1.5%	731,242	48,904,404
Year Ended December 31, 2021	0.92%	404,894	44,241,461

Note:

(1) The weighted average number of Common Shares outstanding is the number of Common Shares outstanding at the beginning of the period, adjusted by the number of Common Shares bought back or issued during the period multiplied by a time-weighting factor. The timeweighting factor is the number of days that the Common Shares are outstanding as a proportion of the total number of days in the period.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No former, present or proposed director, officer or employee of the Company or any of its subsidiaries and none of their respective associates is or has been indebted to the Company at any time during the financial year ended December 31, 2023 and as at the date hereof. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Company or any of its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, proposed director of the Company, or any associate or affiliate of any informed person or proposed director, has or had any material interest, direct or indirect, in any transaction or any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries since the commencement of the Company’s most recently completed financial year.

AUDITORS

The auditors of the Company are MNP LLP, Chartered Professional Accountants (“ MNP ”), who were first appointed as auditors of the Company by the Board on March 19, 2024, following the resignation of BDO Canada LLP (“ BDO ”), who have been the auditors of the Company for the past five years.

MANAGEMENT CONTRACTS

Management services for the Company are not, to any material degree, performed by persons other than the executive officers of the Company.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Policy 58-201 – Corporate Governance Guidelines (the “ Guidelines ”) and National Instrument 58101 – Disclosure of Corporate Governance Practices (the “ Disclosure Rule ”) have been adopted by the securities regulatory authorities in Canada. The Guidelines deal with matters such as the constitution and independence of corporate boards, their functions, the effectiveness and education of board members and other items dealing with sound corporate governance practices. The Board believes that the Company has in place corporate governance practices that are both effective and appropriate to the Company’s size and its level of activity. The following is a description of the Company’s corporate governance practices.

During the year ended December 31, 2023, the Board had four committees: the Audit Committee, the Compensation and Nomination Committee, the Technical Committee and the Safety & Sustainability Committee.

Composition of the Board of Directors

The Compensation and Nomination Committee has reviewed the status of each of the members of the Board to determine whether such persons are “independent” as defined in the Disclosure Rule. Generally, a Board member is considered to be “independent” if he or she has no direct or indirect material relationship with the issuer that could, in the view of the Board, be reasonably expected to interfere with the exercise of the member’s independent judgment.

The Board is currently comprised of seven directors: Messrs. Salehi, Vejvoda, Zaritsky, Prychidny and Cooper and Mesdames Hofmeister and Muhr. Messrs. Vejvoda, Zaritsky, Prychidny and Cooper and Mesdames Hofmeister and Muhr are independent directors. Mr. Salehi is not independent as a result of his position as

President and Chief Executive Officer of the Company. Mr. Vejvoda is the non-executive chairperson and not considered an executive of the Company and, accordingly, is considered independent. The majority of the directors are “independent” as defined in the Disclosure Rule.

Mesdames Muhr and Hofmeister are not standing for re-election at the meeting but will, however, continue to serve as members of the Board until the date of the Meeting. Mesdames Jennifer Wagner and Jamie Litchen, who are not currently directors of the Company, are each being nominated to stand for election at the Meeting and will be considered “independent”.

Ms. Wagner is a corporate lawyer and former mining executive with 18 years of experience in the mining sector. Prior to its acquisition by Agnico Eagle Mines, she was the Executive Vice-President, Corporate Affairs at Kirkland Lake Gold Ltd. providing oversight of the legal, human resources and sustainability departments. Ms. Wagner was an integral member of the Kirkland Lake Gold senior executive management team from 2015 to its sale in 2021 and was actively involved in the growth and development of the company through numerous acquisitions, including St. Andrew Goldfields, Newmarket Gold and Detour Gold. Prior to joining Kirkland Lake Gold in 2015, Ms. Wagner acted as legal counsel and corporate secretary to various TSX and TSXV listed mining companies and was an associate in the securities group of a large Canadian law firm. Ms. Wagner has extensive experience in a variety of commercial transactions, including mergers and acquisition, governance and compliance matters and effective compensation strategies. She has a B.A. from McGill University, an LL.B. from the University of Windsor and has obtained her ICD.D. designation from the Institute of Corporate Directors.

Ms. Litchen is a partner in the Securities Group and Mining Group at Cassels Brock & Blackwell LLP. Ms. Litchen represents a wide variety of public and private companies as well as investment dealers in connection with various securities, corporate and commercial matters. Relied upon for her strategic and legal expertise in complex transaction structuring, Ms. Litchen has extensive experience in domestic and cross-border transactions and has acted as trusted advisor on many of the largest transactions in the Canadian mining sector in recent years. Ms. Litchen has completed the Osgoode Certificate in Mining Law and holds a Juris Doctor from Osgoode Hall Law School and a Masters of Business Administration from the Schulich School of Business.

Other Public Company Directorships

The following table provides details regarding directorships held by the Company’s existing and proposed directors in other reporting issuers (or the equivalent in a foreign jurisdiction).

Director	Current Directorships Held (or the equivalent)
Josef Vejvoda	American Hotel Income Properties REIT LP
Blair Zaritsky	None
Morris Prychidny	Fountain Asset Corp., Northfield Capital Corporation, Talisker Resources Ltd.
Keyvan Salehi	None
Krista Muhr	None
Edith Hofmeister	Osisko Gold Royalties Ltd., Prime Mining Corp., Bitfarms Ltd.

Director	Current Directorships Held (or the equivalent)
Rodney Cooper	None
Jennifer Wagner (proposed)	Generation Mining Limited, Discovery Silver Corp.
Jamie Litchen (proposed)	None

The independent directors or non-management directors meet at the end of each Board meeting without management and non-independent directors present.

The attendance record for the directors of the Company from January 1, 2023 to December 31, 2023 is as follows:


Director		Number of Meetings Attended
	Board Meetings	Audit Committee	Compensation and Nomination Committee	Sustainability Committee	Technical Committee
Josef Vejvoda	8 of 8	4 of 4	N/A	N/A	N/A
Mark N.J. Ashcroft(1)	3 of 8	N/A	N/A	N/A	2 of 2
Sheila Colman	8 of 8	N/A	N/A	N/A	N/A
Rodney A. Cooper	8 of 8	N/A	1 of 1	1 of 1	2 of 2
Louis Gariepy	8 of 8	N/A	N/A	1 of 1	2 of 2
Alexander D. Henry	8 of 8	4 of 4	N/A	N/A	N/A
Krista Muhr	8 of 8	N/A	1 of 1	1 of 1	N/A
Blair Zaritsky	7 of 8	4 of 4	1 of 1	N/A	N/A

Note:

(1) Ceased to be a director effective June 1, 2023 and attended each of the three board meetings held prior to his resignation.

Board Mandate

The text of the Board’s terms of reference is set out in Schedule “A” hereto.

Position Descriptions

The Board has developed written terms of reference for each committee of the Board. These terms of reference include the responsibilities of the committee chair as well as the committee members. The chair of each committee of the Board is responsible for presiding over all meetings of that committee, coordinating compliance with the committee’s mandate, working with management to develop the committee’s annual work plan and providing the Board with reports of the committee’s key activities.

The Board of Directors has developed a written position description for the Chief Executive Officer (the “ CEO ”). The CEO serves as the leader of and maintains an effective and cohesive management team for the Company; sets the tone for the Company by exemplifying consistent values of high ethical standards and fairness; leads the Company in defining its vision; is the main spokesperson for the Company; and bears chief responsibility in ensuring that the Company meets its short-term operational and long-term strategic goals.

Orientation and Continuing Education

The Company has an orientation program for new directors under which a new director meets with each member of the Board, the President & CEO, the Chief Financial Officer (the “ CFO ”) and members of the senior executive team. A new director is presented with a director’s manual that reviews Board policies and procedures, the Company’s current strategic plan and/or, financial and capital plan, the most recent annual and quarterly reports and materials related to key business issues.

The chair of each committee is responsible for coordinating orientation and continuing director development programs relating to the committee’s mandate. Each committee chair is also responsible for instituting a learning program that focuses on topics that are relevant to the committee’s mandate.

Ethical Business Conduct

The Company has adopted a written Code of Ethics (the “ Code ”) that applies to all directors, officers and employees. A copy of the Code is available on the Company’s website, https://stllrgold.com.

The principles outlined in the Code are intended to establish a minimum standard of conduct by which all employees are expected to abide; protect the business interests of the Company, its employees and other stakeholders; maintain the Company’s reputation for integrity; and facilitate compliance by the Company’s employees with applicable legal and regulatory obligations.

The Board’s terms of reference, which are set out in Schedule “A” to this Circular, require directors to exercise independent judgment, regardless of the existence of relationships or interests which could interfere with the exercise of independent judgment. Directors are also required to disclose any conflict of interest in any issue brought before the Board and must refrain from participating in the Board discussion and voting on the matter.

Nomination of Directors

The Compensation and Nomination Committee shall analyze the needs of the Board when vacancies arise on the Board and identify and recommend nominees who meet such needs. The Committee shall review, on a periodic basis, the size and composition of the Board and ensure that an appropriate number of unrelated and highly competent directors sit on the Board.

Audit Committee

NI 52-110 requires the Company to disclose in its annual information form (the “ AIF ”) certain information concerning the constitution of its Audit Committee and its relationship with its independent auditors. Such information can be found in section 11.0 – Audit Committee Disclosure in the AIF of the Company dated March 7, 2024 for the year ended December 31, 2023, with the full text of the Audit Committee charter included as Schedule “A” in the AIF.

The Audit Committee currently consists of Josef Vejvoda, Blair Zaritsky (Chair) and Morris Prychidny. All members of the Audit Committee are all “independent” and “financially literate” within the meanings of such terms under NI 52-110.

Compensation and Nomination Committee

The Compensation and Nomination Committee shall be comprised of such directors as are appointed by the Board each of whom shall be (or shall become within a reasonable period of time after appointment) familiar with corporate governance practices. The members of the Committee and its Chair shall be elected by the Board on an annual basis, or until they are removed or their successors are duly appointed. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full committee membership.

The Committee shall consist of not less than three members, each of whom shall be independent, and have relevant experience in managing employment and compensation matters. Members are not permitted to be elected to the Committee should they be considered to be in conflict of interest with the business activities of the Company.

The Compensation and Nomination Committee periodically reviews the qualifications of the directors and the needs of the Board as well as its compensation arrangements to confirm that the Company is appropriately positioned to continue to meet its recruitment, motivation and retention targets, while ensuring that the interests of executives are aligned with those of shareholders. The Committee shall, as necessary or appropriate, establish qualifications for directors and procedures for identifying possible nominees who meet these criteria. In so doing, it shall consider desired competencies and skills and the appropriate size of the Board. The Committee shall provide orientation or information as requested to new directors. The Committee shall periodically assess the effectiveness of the Chair of the Board.

The Compensation and Nomination Committee reviews and recommends, for the Board’s approval, the Company’s director and officer compensation policy and practices. The Compensation and Nomination Committee considers many factors, including whether compensation fairly reflects the responsibilities and risks involved. Determination of appropriate director and officer compensation includes benchmarking against other publicly listed junior mineral exploration companies in Canada.

The Compensation and Nomination Committee has the following functions: reviewing the performance goals of the CFO & Corporate Secretary and President & CEO; reviewing the performance and compensation of the CFO & Corporate Secretary and President & CEO; reviewing the appointment and compensation of other key senior management positions; reviewing the Company’s compensation principles, policies and plans; and providing the report on executive compensation in the Company’s management proxy circular.

The Company has not engaged a compensation consultant or advisor in fiscal 2023 or prior years.

Other Board Committees

The Audit Committee has the primary function of fulfilling its responsibilities in relation to: reviewing the integrity of the Company’s financial statements, financial disclosures and internal controls over financial reporting; monitoring the system of internal control; monitoring the Company’s compliance with legal and regulatory requirements; selecting the external auditor for shareholder approval; and reviewing the qualifications, independence and performance of the external auditor.

The Audit Committee has specific responsibilities relating to: the Company’s financial reports; the external auditor; internal controls; risk management; regulatory reports and returns; and legal or compliance matters that have a material impact on the Company. In fulfilling its responsibilities, the Audit Committee meets with the external auditor, both with and exclusive of key management members.

The Technical Committee has the primary function of fulfilling its responsibilities in relation to: technical matters relating to exploration, development, permitting, construction and operation of the Company’s mining activities; resources and reserves on the Company’s mineral resource properties; operating and production plans for proposed and existing operating mines; and ensuring the Company implements best-in-class property development and operating practices.

The Safety and Sustainability Committee has the primary function of fulfilling its responsibilities in relation to: policies and practices regarding sustainability matters, including health and safety, environment, social responsibility and including, specifically, the Company’s Health, Safety and Environment Policy and the Sustainability Policy; and development, implementation, monitoring and reporting of systems for the management of health, safety, environment and social responsibility matters.

Assessments

The Board’s terms of reference requires that the Board to evaluate and review its own performance and that of its committees and its directors each year.

Other Considerations

On March 21, 2023, the Board adopted a 10-year term limit for directors. The Board considers merit as the key requirement for board appointments. New board appointments are considered based on the expertise required to support the Company and its stakeholders. Directors are not generally asked to resign intra-term but may be asked to not stand for re-election.

The Company has adopted a diversity policy as of April 2022, representing its commitment to increased diversity, including the identification and nomination of women, to the Board and in senior leadership positions. The Company believes that diversity enriches discussions among directors and senior leadership positions and better reflects the Company’s relationship with all of its stakeholders. To ensure sound corporate governance, the Compensation and Nomination Committee is guided by the following principles in recommending candidates to the Board:

(a) ensuring that the Board is composed of directors who possess extensive knowledge, skills and competencies, diverse points of view, and relevant expertise, enabling them to make an active, informed and positive contribution to the management of the Company, the conduct of its business and the orientation of its development;
(b) seeking a balance in terms of the knowledge and competencies of directors to ensure that the Board can fulfil its role in all respects; and

(c) to the extent practicable seeking directors and managers who represent different genders, ages, ethnicity, disability, cultural communities, geographical, industry background, and other characteristics of the communities in which the Company conducts its business.

The Board will annually review the diversity policy to assess the Company’s progress on diversity at the Board level and in senior leadership positions. This review will enable the Board to assess the effectiveness of the diversity policy on an ongoing basis, with progress to be reported in our annual information circular.

The Board will periodically assess the skills and competencies of the Board and assess these in the context of the Company’s strategic plans. The Board compiles information to identify skills and competencies that are necessary for any new potential board members to possess and considers such criteria in appointing new members to the Board. The Board only considers highly qualified candidates and takes into consideration additional diversity criteria such as gender, age, ethnicity, disability, cultural communities, geographical and industry background.

The Company is committed to promoting diversity in its senior leadership and will consider the level of female representation based on years of service, merit, experience, and qualifications, among other elements of diversity described above, when considering hiring and promotions for senior leadership positions. The diversity of the Company’s senior leadership team is driven by factors, some outside of the control of the Company, including its ability to raise funds as a junior mineral exploration company, staff turnover, hiring and promotion opportunities, the available pipeline of staff with the necessary skills and experience, and various other factors.

At present, two members of the Board members identify as women (being 28.57% of the Board) and five identify as men. No women have been appointed as executive officers. The Board has set a target to continue to have at least two female identifying members of the Board, or a minimum 25% female member representation, whichever is greater. While the Company endeavours to also promote diversity on the senior management team, the diversity policy does not mandate quotas based on any specific area of diversity and specifically does not set targets for women in senior management positions at the Company. Nor does the diversity policy purport to condone activity that might violate any anti-discrimination, equal employment or other laws and regulations. All Board and senior management team appointments will be made on merit, in the context of the skills, experience, independence, knowledge and other qualities which the Board and senior management team, each as a whole, requires to be effective, with due regard for the benefits of diversity (including the level of representation of women on the Board and/or senior management team). In addition to the foregoing, the Board recognizes that it is the responsibility of everyone at the Company to sustain a culture that promotes and supports principles of diversity and inclusivity. Accordingly, for every open position within the organization, the Board will endeavour to promote the candidacy of at least one female and a representation of the other members of a minority group to be considered as potential candidates.

The Company recognizes the importance of diversity and has set an objective of reaching 30% representation of women on the Board by its annual general meeting in 2025. The Company believes that this is a reasonable goal given the strategic plan of the Company for the next couple of years and the industry in which it operates. When identifying potential candidates for the Board , the Compensation and Nomination Committee considers the selection criteria approved by the Board, as well as its analysis of the Board’s needs based on the above criteria. These selection criteria are reviewed periodically.

The Company has not adopted a formal target regarding the representation of women in executive officer positions, as the Board considers highly-qualified candidates, with gender being one element of the diversity criteria that the Board considers important.

The Company had two female directors on a Board comprised of nine during fiscal 2023, representing 22% of the Board. The Company has no women in executive officer positions. The Company had five executive officers during fiscal 2023.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Election of Directors

In accordance with the by-laws of the Company, the members of the Board are elected for one year terms. The following table sets forth the names and jurisdictions of residence of the nominees for election as directors of the Company, the offices in the Company, if any, held by them, their principal occupations (for the past five years) and the number of Common Shares beneficially owned or over which control or direction is exercised. If any such individual should be unable or unwilling to serve, an event not presently anticipated, the persons named in the proxy will have the right to vote, at their discretion, for another nominee, unless a proxy withholds authority to vote for the election of directors.

The Company did not receive notice of any director nominations in connection with this year’s Meeting within the time periods prescribed by the advance notice provisions in the Company’s by-laws. Accordingly, at the Meeting, the only persons eligible to be nominated for election to the Board are the below nominees.

Proxies received in favour of management will be voted in favour of the election of the following individuals as directors of the Company to hold office until the next annual meeting of shareholders, unless the shareholder has specified in the proxy that his, her or its Common Shares are to be withheld from voting in respect thereof.

Name Province & Country of Residence Position With Company	Present Principal Occupation If Different From Office Held & Principal Occupation For The Past 5 Years	Month & Year Became Director	No. of Common Shares Beneficially Owned, Controlled Directed
Keyvan Salehi Ontario, Canada President and Chief Executive Officer	President & Chief Executive Officer of the Company, President & Chief Executive Officer of Nighthawk (2020 – 2024), and VP of Corporate Development and Technical Services, Mountain Province Diamonds Inc. (2019 – 2020).	February 2024	600,681
Josef Vejvoda(1) Ontario, Canada Director (Chairperson)	Special Advisor to K2 & Associates Investment Management Inc. (2021 – Present); CEO of K2 & Associates Investment Management Inc. (2018 – 2021).	July 2019	250,000
Morris Prychidny(1)(3) Ontario, Canada Director	Director and Secretary-Treasurer of Orion Capital Incorporated (2000 – present); Chairman of Nighthawk (2017 – 2024).	February 2024	266,702

Name Province & Country of Residence Position With Company	Present Principal Occupation If Different From Office Held & Principal Occupation For The Past 5 Years	Month & Year Became Director	No. of Common Shares Beneficially Owned, Controlled Directed
Rodney A. Cooper(2)(3)(4) Ontario, Canada Director	COO of Labrador Iron Mines Holdings Ltd. (2011 – Present); Independent Mining Consultant (2016 – Present); VP/Sr. Analyst Dundee Securities (2009 – 2011).	November 2017	80,274
Blair Zaritsky(1)(2) Ontario, Canada Director	CFO of Osisko Mining Inc. (2011 – Present); CFO of O3 Mining from (2019 – 2022).	February 2021	Nil
Jennifer Wagner Ontario, Canada Proposed Director	Director of Discovery Silver Corp. (March 2021 – Present); Director of Generation Mining Limited (2021 – Present); EVP, Corporate Affairs & Sustainability Secretary of Kirkland Lake Gold Ltd. (2015 – 2022).	Proposed Director	Nil
Jamie Litchen Ontario, Canada Proposed Director	Partner at Cassels Brock & Blackwell LLP (2013 – Present).	Proposed Director	Nil

Notes:

(1) Member of the Audit Committee.

(2) Member of the Compensation and Nomination Committee. Edith Hofmeister, who is not standing for re-election at the Meeting is the Chair of the committee.

(3) Member of the Technical Committee. Krista Muhr, who is not standing for re-election at the Meeting is also a member of the committee. (4) Member of the Safety & Sustainability Committee. Edith Hofmeister and Krista Muhr, each of whom are not standing for re-election at the Meeting are also members of the committee.

Corporate Cease Trade Orders or Bankruptcies

No proposed director (including any personal holding companies of the proposed directors) is, as of the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company), that: (i) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an “ Order ”) that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Other than as described below, no proposed director (including any personal holding companies of the proposed directors) is, as of the date hereof, or has been, within 10 years before the date hereof, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Rodney A. Cooper has been an executive officer of Labrador Iron Mines Holdings Limited since November 2011. During his tenure, the company entered the Companies’ Creditors Arrangement Act (Canada) process in 2015, successfully emerged in 2016, and remains a going concern.

Edith M. Hofmeister was a director on the Board of Minto Metals Corporation between November 2021 and February 2023. Following her tenure, Minto Metals Corporation was placed in receivership in July of 2023 by order of the British Columbia Supreme Court.

No proposed director (including any personal holding companies of the proposed directors) has, within 10 years before the date hereof, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or proposed director.

Penalties or Sanctions

No proposed director (including any personal holding companies of the proposed directors) has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Appointment of Auditors

The auditors of the Company are MNP, who were first appointed as auditors of the Company by the Board on March 19, 2024, following the resignation of BDO, who have been the auditors of the Company for the past five years. The termination of BDO and the appointment of MNP in its place was recommended by the Audit Committee and approved by the Board.

Management now proposes that the appointment of MNP effective March 19, 2024, be ratified and that MNP be appointed as the Company’s auditors to hold office until the next annual meeting of shareholders, at a remuneration to be fixed by the Board.

During BDO’s appointment, there were no reportable events or reservations contained in the reports of BDO on any of the Company’s financial statements relating to the period during which BDO were the Company’s auditors.

Schedule “B” contains the reporting package that as defined in National Instrument 51- 102 Continuous Disclosure Obligations (“ NI 51-102 ”), that was filed with the requisite securities regulatory authorities, with respect to BDO’s resignation and MNP’s appointment. The reporting package consists of (i) the notice of change of auditor advising that the Company appointed MNP as the auditors of the Company effective March 19, 2024 to fill the vacancy caused by the termination of BDO on March 19, 2024, that no reports of BDO on any of the Company’s financial statements expressed a modified opinion, and that there has been no reportable events, as defined by NI 51-102; and (ii) a letter from each of BDO, as former auditor, and MNP, as successor auditor, confirming their agreement with the information contained in notice of change of auditor.

Proxies received in favour of management will be voted in favour of the appointment of MNP as auditors of the Company to hold office until the next annual meeting of shareholders and the authorization of the directors to fix their remuneration, unless the shareholder has specified in the proxy that his, her or its Common Shares are to be withheld from voting in respect thereof.

Amendment By-Law

On March 7, 2024, the Board adopted By-Law No. 3 (the “ Amendment By-Law ”), amending the Company’s By-Law No. 1 to reduce the number of directors and/or officers required to authorize, execute and approve contracts, documents and instruments on behalf of the Company from two to one.

A copy of the Amendment By-Law is attached as Schedule “C” to this Circular and is also available on SEDAR+ at www.sedarplus.com.

The Board believes that the Amendment By-Law provides for increased flexibility and practicality in respect of the operations and decision-making of the Company by streamlining the approval process for contracts, documents and other instruments to be entered into by the Company.

At the Meeting, shareholders will be asked to consider, and if thought advisable, to pass an ordinary resolution an ordinary resolution to ratify and confirm the adoption of the Amendment By-Law (the “ Amendment ByLaw Resolution ”). The shareholders will be asked at the Meeting to approve the following ordinary resolution: “BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY THAT:

By-Law 3 of the Company, amending By-Law 1 of the Company, as adopted by the Board on March 7, 2024 in the form attached as Schedule “C” to the Circular is hereby ratified and confirmed; and
Any director or officer of the Company is hereby authorized and directed for and in the name of and on behalf of the Company to execute or cause to be executed, whether under corporate seal of the Company or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing resolution.”

Pursuant to the provisions of the Business Corporations Act (Ontario) (the “ OBCA ”), the Amendment ByLaw will cease to be effective unless ratified and confirmed by a resolution passed by a simple majority of the votes cast by shareholders at this Meeting.

The Board unanimously recommends that shareholders vote FOR the resolutions to approve the Amendment By-Law.

Proxies received in favour of management will be voted in favour of the Amendment By-Law Resolution, unless the shareholder has specified in the proxy that his, her or its Common Shares are to be withheld from voting in respect thereof.

Change of Registered Office

The registered office of the Company is currently located at 65 Third Avenue, Timmins, Ontario, P4N 1C2. The Company wishes to change the location of its registered office within Ontario to Suite 4260 – 181 Bay St. Toronto, ON M5J 2V1. The OBCA allows the Company to change the municipality or geographic township in which its registered office is located to another place in Ontario by a special resolution of its shareholders.

At the Meeting, shareholders will be asked to consider, and if thought advisable, to pass a special resolution authorizing the Company to change its registered office from 65 Third Avenue, Timmins, Ontario, P4N 1C2 to Suite 4260 – 181 Bay St. Toronto, ON M5J 2V1 (the “ Change of Registered Office Resolution ”).

If the Change of Registered Office Resolution is approved at the Meeting, the change of registered office will be effective immediately upon the Change of Registered Office Resolution being passed.

The Company requests that the shareholders approve a special resolution to confirm the change of registered office, the shareholders will be asked at the Meeting to approve the following special resolution:

“BE IT RESOLVED, AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY THAT:

The change of the location of the Company’s registered office to Suite 4260 – 181 Bay St. Toronto, ON M5J 2V1 is hereby authorized and approved; and
Any director or officer of the Company is hereby authorized and directed for and in the name of and on behalf of the Company to execute or cause to be executed, whether under corporate seal of the Company or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in connection with the foregoing resolution.”

To be effective, the special resolution to approve the Change of Registered Office Resolution must be approved by a majority of not less than two-thirds of the votes cast by the shareholders who vote in respect of the special resolution in person or represented by proxy at the Meeting in accordance with the provisions of the OBCA.

The Board unanimously recommends that shareholders vote FOR the Change of Registered Office Resolution.

Proxies received in favour of management will be voted in favour of the Change of Registered Office Resolution, unless the shareholder has specified in the proxy that his, her or its Common Shares are to be withheld from voting in respect thereof.

OTHER MATTERS

Management does not know of any other matters to come before the Meeting other than those referred to in the notice of Meeting. Should any other matters properly come before the Meeting, the Common Shares represented by the proxies solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the proxies.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.com. Shareholders may contact the Company at Suite 4260 – 181 Bay St., Toronto, ON M5J 2V1 by mail, telephone (416-2540704) or e-mail ([email protected]) to request copies of the Company’s financial statements and MD&A.

Financial information for the Company is provided in its audited consolidated annual financial statements and MD&A for its most recently completed financial year which are filed on SEDAR+ at www.sedarplus.com.

DIRECTORS’ APPROVAL

The contents of this Circular and the sending thereof to the shareholders of the Company have been approved by the Board.

By order of the Board,

Signed “Josef Vejvoda” Chair of the Board May 14, 2024

SCHEDULE “A”

BOARD MANDATE

BOARD OF DIRECTORS’ TERMS OF REFERENCE

ROLE AND RESPONSIBILITIES

I. The principal role of the Board of Directors is stewardship of the Corporation, with its fundamental objective being the creation of Shareholder value, including the protection and enhancement of the value of its assets. The stewardship responsibility means that the Board of Directors oversees the conduct of the business and supervises management, which is responsible for the day-to-day conduct of the business. The Board of Directors must assess and ensure systems are in place to manage the risks of the Corporation’s business with the objective of preserving the Corporation’s assets. In its supervisory role, the Board of Directors, through the CEO set the attitude and disposition of the Corporation towards compliance with applicable laws, financial practices and reporting. In addition to its primary accountability to Shareholders, the Board of Directors and the CEO and CFO are also accountable to government authorities and other stakeholders, such as employees, communities, and the public.
II. The principal responsibilities of the Board of Directors required to ensure the overall stewardship of the Corporation are as follows:
the Board of Directors must ensure that there are long-term goals and a strategic planning process in place. The CEO, with the involvement of the Board of Directors, must establish long-terms goals for the Corporation. The CEO formulates the Corporation’s strategy, policies and proposed actions and presents them to the Board of Directors for approval. The Board of Directors brings objectivity and judgement to this process. The Board of Directors ultimately approves the strategy;
the Board of Directors must have an understanding of the principal risks associated with the Corporation’s businesses, and must ensure that appropriate systems are in place which effectively monitor and manage those risks;
the Board of Directors must ensure that processes are in place to enable it to supervise and measure management’s, and in particular the CFO & Corporate Secretary and President & CEO, performance in carrying out the Corporation’s stated objectives. These processes should include appropriate training, development and succession of management;
the Board of Directors must ensure that the necessary internal controls and management information systems are in place to effectively monitor the Corporation’s operations and ensure compliance with applicable laws, regulations and policies;
the Board of Directors must ensure that the Corporation has a communications program in place so that the Corporation effectively communicates with Shareholders, other stakeholders and the public in general, and that appropriate measures are in place to receive feedback from Shareholders; and
the Board of Directors must monitor and ensure compliance with the Code of Ethics adopted by the Corporation.
III. Pursuant to the Business Corporations Act (Ontario) (the “ Act ”) and the By-Laws of the Corporation, the following duties are sufficiently important to warrant the attention of all directors and cannot be delegated:
submission to Shareholders of any question or matter requiring the approval of Shareholders;
filling a vacancy among the directors or in the office of the external auditor;
issuing securities, except in the manner and on the terms authorized by the directors;
declaration of dividends;
purchase, redemption or other acquisition of the Corporation’s own shares, except in the manner and on the terms authorized by the directors;

A-1

paying a commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares;
approval of management proxy circulars, any take-over bid circulars or directors’ circulars;
8 approval of any financial statements to be put before the Shareholders at an annual meeting;
adopting, amending or repealing By-Laws of the Corporation;
changing the membership of, or filling a vacancy in, any committee of directors; and
appointing or removing officers of the Corporation.
IV. The Board of Directors is responsible for acting in accordance with its obligations contained in the Act, the Corporation’s By-Laws and any other relevant legislation and regulations and each member shall:
act honestly and in good faith and in the best interest of the Corporation;
exercise care, diligence and the skill of a reasonable, prudent person;
exercise independent judgement, regardless of the existence of relationships or interests which could interfere with the exercise of independent judgement; and
disclose any conflict of interest in any issue brought before the Board of Directors and refrain from participating in the Board of Directors discussion and voting on the matter.
V. The Board of Directors has the authority to establish a committee or committees and appoint directors to be members of these committees. With the exception of the matters listed in the Circular above, the Board of Directors may delegate powers to such committees. The matters to be delegated to committees of the Board of Directors and the constitution of such committees are assessed annually or more frequently, as circumstances require. From time to time the Board of Directors may create an ad hoc committee to examine specific issues on behalf of the Board of Directors.

A-2

SCHEDULE “B”

[See attached]

B-1

Suite 4260 – 181 Bay Street, Toronto, ON, M5J 2 V1 [email protected] www.stllrgold.com

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NOTICE OF CHANGE OF AUDITOR

TO: BDO Canada LLP, Chartered Professional Accountants (“BDO”)

AND TO: MNP LLP, Chartered Professional Accountants (“MNP”)

CC: Ontario Securities Commission Alberta Securities Commission British Columbia Securities Commission Saskatchewan Financial and Consumer Affairs Authority The Manitoba Securities Commission Financial and Consumer Services Commission, New Brunswick Nova Scotia Securities Commission Office of the Superintendent of Securities, Government of Newfoundland and Labrador Office of the Superintendent of Securities, Prince Edward Island

TAKE NOTICE THAT STLLR Gold Inc. (the “ Corporation ”) hereby provides notice pursuant to National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”) of a change of auditors from BDO Canada LLP, Chartered Professional Accountants (“ BDO ”), to MNP LLP, Chartered Professional Accountants (“ MNP ”), effective March 19, 2024.

TAKE FURTHER NOTICE THAT:

BDO Canada LLP, Chartered Professional Accountants (“ BDO ”), resigned at the Corporation’s request as the Corporation’s auditor. The Board of Directors of the Corporation (the “ Board ”) have appointed MNP LLP, Chartered Professional Accountants (the “ Successor Auditor ”), as the Corporation’s auditor until the close of the next Annual General Meeting of the Corporation.
The resignation of BDO and the appointment of MNP in its place have been recommended by the Audit Committee and approved by the Board of Directors of the Corporation.
There have been no reservation or modified opinion contained in BDO’s auditors’ reports on any of the financial statements of the Corporation commencing at the beginning of the two most recently completed fiscal years and ending on December 31, 2023.
There have been no reportable events within the meaning of subparagraph 4.11(7)(e) of National Instrument 51-102 between the Corporation and BDO preceding the resignation, and as of the date of this Notice.
The Corporation has requested BDO and MNP to each furnish a letter addressed to the securities administrators in each province in which the Corporation is a reporting issuer stating whether or not they agree with the information contained in this notice. A copy of each such letter to the securities administrators will be filed with this notice.

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Suite 4260 – 181 Bay Street, Toronto, ON, M5J 2 V1 [email protected] www.stllrgold.com

DATED as of this 19 day of March, 2024.

STLLR GOLD INC.

per "Salvatore Curcio"

Name: Salvatore Curcio Title: Chief Financial Officer

Tel: 416 865 0200 BDO Canada LLP Fax: 416 865 0887 222 Bay Street www.bdo.ca Suite 2200, PO Box 131 Toronto, ON M5K 1H1 Canada

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March 19, 2024

British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Ontario Securities Commission Financial and Consumer Services Commission, New Brunswick Nova Scotia Securities Commission The Office of the Superintendent of Securities, Prince Edward Island Office of the Superintendent of Securities, Service Newfoundland & Labrador

Dear Sirs/Mesdames:

Re: STLLR Gold Inc. (formerly Moneta Gold Inc.)

As required by section 4.11 of National Instrument 51-102, Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor dated March 19, 2024 (the ”Notice”). We agree with statements 1, 3, 4 and 5 within the Notice as it relates to us, and we have no basis to agree or disagree with statement 2 within the Notice.

Yours very truly,

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Chartered Professional Accountants, Licensed Public Accountants

BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

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March 25, 2024

Ontario Securities Commission Alberta Securities Commission British Columbia Securities Commission The Manitoba Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Financial and Consumer Services Commission (New Brunswick) Nova Scotia Securities Commission Office of the Superintendent of Securities Service, Newfoundland and Labrador Prince Edward Island Financial and Consumer Services

Dear Sirs/Madams:

Re: STLLR Gold Inc. (the “Company”) Notice of Change of Auditor Pursuant to National Instrument NI 51-102

Pursuant to National Instrument 51-102 Continuous Disclosure Obligations , we have reviewed the information contained in the Notice of Change of Auditor of the Company dated March 19, 2024, (the “Notice” ) and, based on our knowledge of such information at this time, we agree with the statements made in the Notice pertaining to our firm. We advise that we have no basis to agree or disagree with the comments in the Notice relating to BDO Canada LLP.

Yours truly,

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Chartered Professional Accountants Licensed Public Accountants

MNP LLP

Suite 1900, 1 Adelaide Street East, Toronto ON, M5C 2V9

1.877.251.2922 T: 416.596.1711 F: 416.596.7894

MNP.ca

SCHEDULE “C”

BY-LAW NO. 3

A by-law to amend By-law No. 1 of

STLLR GOLD INC. (the “Corporation”)

Section 2.2 of By-law No. 1 is hereby repealed and replaced with the following:

Section 2.2 Execution of Instruments and Voting Rights.

“Contracts, documents and instruments may be signed on behalf of the Corporation, either manually or by facsimile or by electronic means, (i) by any director and officer or (ii) by any other person authorized by the directors from time to time (each Person referred to in (i) and (ii) is an “Authorized Signatory”). Voting rights for securities held by the Corporation may be exercised on behalf of the Corporation by any Authorized Signatory. In addition, the directors may, from time to time, authorize any person or persons (i) to sign contracts, documents and instruments generally on behalf of the Corporation or to sign specific contracts, documents or instruments on behalf of the Corporation and (ii) to exercise voting rights for securities held by the Corporation generally or to exercise voting rights for specific securities held by the Corporation. Any Authorized Signatory, or other person authorized to sign any contract, document or instrument on behalf of the Corporation, may affix the corporate seal, if any, to any contract, document or instrument when required.

As used in this Section, the phrase “contracts, documents and instruments” means any and all kinds of contracts, documents and instruments in written or electronic form, including cheques, drafts, orders, guarantees, notes, acceptances and bills of exchange, deeds, mortgages, hypothecs, charges, conveyances, transfers, assignments, powers of attorney, agreements, proxies, releases, receipts, discharges and certificates and all other paper writings or electronic writings.”

EFFECTIVE DATE

This by-law no. 3 was made by resolution of directors on the 7th day of March, 2024.

Salvatore Curcio, Chief Financial Officer

This by-law no. 3 was confirmed by ordinary resolution of shareholders on the _ day of ______, 2024.

Salvatore Curcio, Chief Financial Officer

C-1

AI assistant

STLLR Gold Inc. — Proxy Solicitation & Information Statement 2024

43121_rns_2024-05-24_a3778c54-fbb8-4e5c-be1d-5b09fd5759db.pdf

NOTICE OF ANNUAL AND SPECIAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

STLLR Gold Inc.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

The Company urges all shareholders to vote by proxy in advance of the Meeting in accordance with the instructions set out below and to participate in the Meeting virtually using the details provided below:

STLLR Gold Inc.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.

PARTICIPATING AT THE MEETING

Mailing of Circular

Notice and Access

Additional Documents

APPOINTMENT AND REVOCABILITY OF PROXIES

Voting

Registered Shareholders

Non-Registered Shareholders

EXERCISE OF DISCRETION BY PROXIES

ADVANCED NOTICE BYLAW

RECORD DATE

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Objectives of Compensation Program

Elements of Executive Compensation

Why the Company Pays Each Element of Executive Compensation

(ii) Annual Cash Bonus

Process for Determining Executive Compensation

Compensation in Fiscal 2023

Performance Goals

Changes to Compensation Policies

Risks Associated with Compensation

Financial Instruments

Performance Graph

Option and Share Unit-Based Awards

Compensation and Nomination Committee

Edith Hofmeister

Rodney A. Cooper

Blair Zaritsky

Executive Compensation-Related Fees

None.

Summary Compensation Table

Incentive Plan Awards

Outstanding share-based awards and option-based awards

– Incentive plan awards value vested or earned during the year

Employment Agreements

Termination and Change of Control Benefits

Payments upon Termination

Payments upon Change of Control

Estimated Incremental Payment on Termination Without Cause or Change of Control

Payments Upon Termination Without Cause

Notes:

Notes:

Director Compensation

Director compensation table

Outstanding share-based awards and option-based awards

– Incentive plan awards value vested or earned during the year

Directors’ and Officers’ Liability Insurance

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plans Information

Omnibus Share Incentive Plan

Common Shares Subject to the Share Incentive Plan

Amendments

Termination of Service

Change of Control

Options

RSUs

DSUs

PSUs

STLLR Legacy Stock Option Plan

Purpose

STLLR Legacy Stock Option Plan Limits

Burn Rate

INDEBTEDNESS OF DIRECTORS AND OFFICERS

STLLR Gold Inc. Proxy Solicitation & Information Statement 2024